REDACTED ====================================================================== ========== CREDIT FACILITY AGREEMENT BY AND AMONG TALK.COM HOLDING CORP.

EXHIBIT 10.4

CONFIDENTIAL TREATMENT REQUESTED

REDACTED
================================================================================

CREDIT FACILITY AGREEMENT

BY AND AMONG

▇▇▇▇.▇▇▇ HOLDING CORP.

AND

ACCESS ONE COMMUNICATIONS CORP.

AND

CERTAIN OF THEIR AFFILIATES AND DIRECT AND INDIRECT SUBSIDIARIES

AND

MCG FINANCE CORPORATION
(AS AGENT FOR ITSELF AND THE OTHER LENDERS)

Executed and Effective as of October 20, 2000

================================================================================

TABLE OF CONTENTS

ARTICLE 1: THE CREDIT FACILITIES.....................................................................................1
1.1. Term Loan Facility..................................................................................1
1.1.1. Establishment of Credit Facility..........................................................1
1.1.2. Facility Maturity.........................................................................1
1.1.3. Use of Proceeds...........................................................................2
1.1.4. Term Loan Notes...........................................................................2
1.1.5. Interest..................................................................................3
1.1.5.1. Reserved.......................................................................3
1.1.5.2. Establishment of Portions......................................................3
1.1.5.3. Interest Rate Determination....................................................3
1.1.5.4. Selection of Rate Index........................................................3
1.1.5.5. Applicable Rate Margins........................................................3
1.1.5.6. Calculation of Interest........................................................4
1.1.5.7. Special LIBO Rate Provisions...................................................4
1.1.6. Repayment and Prepayment..................................................................5
1.1.6.1. Interest Payments..............................................................6
1.2.6.2. Principal Payments.............................................................6
1.1.6.3. Reserved.......................................................................6
1.1.6.4. Payments at Maturity...........................................................6
1.1.6.5. Prepayments....................................................................6
1.1.6.6. Availability for Reborrowing...................................................8
1.2. Line of Credit Facility.............................................................................7
1.2.1. Establishment of Credit Facility..........................................................7
1.2.2. Facility Maturity.........................................................................8
1.2.3. Use of Proceeds...........................................................................8
1.2.4. Line of Credit Notes......................................................................8
1.2.5. Interest..................................................................................9
1.2.5.1. Reserved.......................................................................9
1.2.5.2. Establishment of Portions......................................................9
1.2.5.3. Interest Rate Determination....................................................9
1.2.5.4. Selection of Rate Index........................................................9
1.2.5.5. Applicable Rate Margins.......................................................10
1.2.5.6. Calculation of Interest.......................................................10
1.2.5.7. Special LIBO Rate Provisions..................................................10
1.2.6. Repayment and Prepayment.................................................................12
1.2.6.1. Interest Payments.............................................................12
1.2.6.2. Reserved......................................................................12
1.2.6.3. Reserved......................................................................12
1.2.6.4. Payments at Maturity..........................................................12
1.2.6.5. Prepayments...................................................................12
1.2.6.6. Availability for Reborrowing..................................................13
1.3. Determination of Commitment Amounts and Available Credit Portion...................................13
1.3.1. Initial Commitments......................................................................14

1.3.2. Available Credit Portion for Line of Credit..............................................14
1.3.3. Voluntary Reduction of Commitment........................................................14
1.4. Advances...........................................................................................14
1.4.1. Requesting Advances......................................................................14
1.4.2. Funding Advances.........................................................................15
1.4.3. Indemnification for Revocation or Failure to Satisfy Conditions..........................15
1.4.4. Obligation to Advance....................................................................15
1.5. Payments in General................................................................................15
1.5.1. Manner and Place of Payments.............................................................15
1.5.2. Special Payment Timing Issues............................................................15
1.5.3. Application of Payments..................................................................16
1.5.4. LIBO Rate Payments Not at End of Interest Period.........................................16
1.5.5. Capital Adequacy, Taxes and Other Adjustments............................................16
1.5.6. Payment of Expenses, Indemnities and Protective Advances.................................17
1.5.7. Payments upon Termination................................................................17
1.5.8. Late Payments............................................................................17
1.5.9. Default Interest.........................................................................17
1.5.10. Usury Savings Provision.................................................................17
1.6. Release of Security................................................................................18
1.7. Fees and Other Compensation........................................................................18
1.7.1. Structuring Fee..........................................................................18
1.7.2. Origination Fee for Term Facility........................................................18
1.7.3. Origination Fee for Line of Credit Facility..............................................18
1.7.4. Periodic Unused Fee......................................................................18
1.7.5. Issuance of Warrants upon Establishment of Line Facility.................................18
1.7.6. Issuance of Warrants Associated with EBITDA Shortfall....................................19
1.7.7. AoL Disbursement Fee.....................................................................19
1.7.8. Other Fees...............................................................................20
ARTICLE 2: CONDITIONS PRECEDENT.....................................................................................20
2.1. Closing Conditions.................................................................................20
2.1.1. Compliance...............................................................................20
2.1.2. Documents................................................................................20
2.2. Effectiveness of Line of Credit Facility...........................................................22
2.3. All Line Advances..................................................................................23
ARTICLE 3: REPRESENTATIONS AND WARRANTIES...........................................................................23
3.1. Organization and Good Standing.....................................................................23
3.2. Power and Authority................................................................................24
3.3. Validity and Legal Effect..........................................................................24
3.4. No Violation of Laws or Agreements.................................................................24
3.5. Title to Assets; Existing Encumbrances; Identification of Intellectual and Real Property...........24
3.6. Capital Structure and Equity Ownership.............................................................25
3.7. Subsidiaries, Affiliates and Investments...........................................................25
3.8. Material Contracts.................................................................................25
3.9. Licenses and Authorizations........................................................................25
3.10. Taxes and Assessments..............................................................................26

3.11. Litigation and Legal Proceedings...................................................................26
3.12. Accuracy of Financial Information..................................................................26
3.13. Accuracy of Other Information......................................................................26
3.14. Compliance with Laws Generally.....................................................................26
3.15. ERISA Compliance...................................................................................26
3.16. Environmental Compliance...........................................................................26
3.17. Margin Rule Compliance.............................................................................27
3.18. Fees and Commissions...............................................................................27
3.19. Solvency...........................................................................................27
3.20. Reserved...........................................................................................27
ARTICLE 4: AFFIRMATIVE COVENANTS....................................................................................27
4.1. Financial Covenants and Ratios.....................................................................27
4.1.1. Minimum Revenue by Subscriber Type.......................................................27
4.1.2. Maximum Subscriber Acquisition Costs.....................................................27
4.1.3. Minimum Gross Profit Margin..............................................................27
4.1.4. Interest Coverage Ratio..................................................................27
4.1.5. Total Charge Coverage Ratio..............................................................27
4.1.6. Funded Debt-Revenue Leverage Covenants...................................................27
4.1.7. Funded Debt-OCF Leverage Covenants.......................................................27
4.1.8. Liquidity Covenant Prior to Line Effective Date..........................................27
4.2. Periodic Financial Statements and Compliance Certificates..........................................27
4.2.1. Quarterly Financial Statements...........................................................27
4.2.2. Annual Financial Statements..............................................................28
4.3. Other Financial and Specialized Reports............................................................28
4.3.1. Reserved.................................................................................28
4.3.2. SEC Filings, Shareholder Communications and Press Releases...............................28
4.4. Reserved...........................................................................................29
4.5. Books and Records; Maintenance of Properties.......................................................29
4.6. Existence and Good Standing........................................................................29
4.7. Deposit Accounts...................................................................................29
4.8. Insurance; Disaster Contingency....................................................................29
4.8.1. General Insurance Provisions.............................................................29
4.8.2. Disaster Recovery and Contingency Program................................................30
4.9. Loan Purpose.......................................................................................30
4.10. Taxes..............................................................................................30
4.11. Reserved...........................................................................................30
4.12. Litigation and Administrative Proceedings..........................................................30
4.13. Monitoring Compliance; Occurrence of Certain Events................................................30
4.14. Compliance with Laws...............................................................................30
4.15. Further Actions....................................................................................31
4.15.1. Additional Collateral...................................................................31
4.15.2. Further Assurances......................................................................31
4.15.3. Estoppel Certificates...................................................................31
4.15.4. Waivers and Consents....................................................................32
4.15.5. Access and Audits.......................................................................32

iii

4.15.6. Updating of Loan Document Schedules.....................................................32
4.16. Costs and Expenses.................................................................................32
4.17. Other Information..................................................................................33
4.18. Reserved...........................................................................................33
4.19. Post-Closing Items.................................................................................33
ARTICLE 5: NEGATIVE COVENANTS.......................................................................................35
5.1. Capital Expenditures...............................................................................35
5.2. Additional Indebtedness............................................................................35
5.3. Guaranties.........................................................................................35
5.4. Reserved...........................................................................................35
5.5. Liens and Encumbrances; Negative Pledge............................................................35
5.6. Transfer of Assets.................................................................................37
5.7. Acquisitions and Investments.......................................................................37
5.8. New Ventures; Mergers..............................................................................39
5.9. Transactions with Affiliates.......................................................................39
5.10. Distributions or Dividends.........................................................................39
5.11. Payment of Subordinated Indebtedness...............................................................40
5.12. Reserved...........................................................................................40
5.13. Issuance of Additional Equity......................................................................40
5.14. Removal of Assets..................................................................................40
5.15. Modifications to Organic Documents.................................................................41
5.16. Terms of and Modifications to Material Relationships...............................................41
5.17. Margin Stock Restrictions; Other Federal Statutes..................................................41
ARTICLE 6: ADDITIONAL COLLATERAL AND RIGHT OF SET OFF...............................................................41
6.1. Additional Collateral..............................................................................41
6.2. Right of Set-Off...................................................................................41
6.3. Additional Rights..................................................................................42
ARTICLE 7: DEFAULT AND REMEDIES.....................................................................................42
7.1. Events of Default..................................................................................42
7.1.1. Payment Obligations......................................................................42
7.1.2. Representations and Warranties...........................................................42
7.1.3. Financial Covenants......................................................................42
7.1.4. Other Covenants in Loan Documents........................................................42
7.1.5. Default Under Other Agreements with Administrative Agent or Lenders......................43
7.1.6. Default Under Material Agreements with Other Parties.....................................43
7.1.7. Security Interest........................................................................43
7.1.8. Change of Control........................................................................44
7.1.9. Government Action........................................................................44
7.1.10. Insolvency..............................................................................45
7.1.11. Additional Liabilities..................................................................45
7.1.12. Reserved................................................................................45
7.1.13. FCC and Other Regulatory-Action Defaults................................................45
7.1.14. Loss or Revocation of Guaranty..........................................................45
7.2. Remedies...........................................................................................45
7.2.1. Acceleration, Termination and Pursuit of Collateral......................................45
7.2.2. Mandatory Partial Prepayments............................................................46
7.2.3. Other Remedies...........................................................................46

7.2.4. Special Regulatory-Related Remedies......................................................46
ARTICLE 8: RELATIONSHIP AMONG LENDERS...............................................................................47
8.1. Appointment, Authorization and Grant of Authority..................................................47
8.2. Acceptance of Appointment..........................................................................48
8.3. Administrative Agent's Relationship with Borrowers.................................................48
8.4. Non-Reliance on Administrative Agent and Other Lenders.............................................48
8.5. Reliance by Administrative Agent...................................................................49
8.6. Delegation of Duties; Additional Reliance by Administrative Agent..................................49
8.7. Acting on Instructions of Lenders..................................................................49
8.8. Actions Upon Occurrence of Default or Event of Default.............................................50
8.9. Administrative Agent's Rights as Lender in Individual Capacity.....................................50
8.10. Advances By Administrative Agent...................................................................50
8.11. Payments to Lenders................................................................................51
8.12. Pro-Rata Sharing of Setoff Proceeds................................................................51
8.13. Limitation on Liability of Administrative Agent....................................................51
8.14. Indemnification....................................................................................51
8.15. Resignation; Successor Administrative Agent........................................................52
ARTICLE 9: DEFINITIONS AND RULES OF CONSTRUCTION....................................................................52
9.1. Definitions........................................................................................52
9.2. Rules of Interpretation and Construction...........................................................65
9.2.1. Plural; Gender...........................................................................65
9.2.2. Section and Schedule References..........................................................66
9.2.3. Titles and Headings......................................................................66
9.2.4. Including and Among Other References.....................................................66
9.2.5. Shall, Will, Must, Can, May References...................................................66
9.2.6. Time of Day References...................................................................66
9.2.7. Knowledge of a Person....................................................................66
9.2.8. Successors and Assigns...................................................................66
9.2.9. Modifications to Documents...............................................................67
9.2.10. References to Laws and Regulations......................................................67
9.2.11. Financial and Accounting Terms..........................................................67
9.2.12. Conflicts Among Loan Documents..........................................................67
9.2.13. Independence of Covenants and Defaults..................................................67
9.2.14. Administrative Agent....................................................................67
ARTICLE 10: MISCELLANEOUS...........................................................................................67
10.1. Indemnification, Reliance and Assumption of Risk...................................................67
10.2. Assignments and Participations.....................................................................68
10.3. No Waiver; Delay...................................................................................69
10.4. Modifications and Amendments.......................................................................69
10.5. Disclosure of Information to Third Parties.........................................................70
10.6. Binding Effect and Governing Law...................................................................71
10.7. Notices............................................................................................71
10.8. Relationship with Prior Agreements.................................................................72
10.9. Severability.......................................................................................72
10.10. Termination and Survival...........................................................................72

10.11. Reinstatement......................................................................................73
10.12. Counterparts.......................................................................................73
10.13. Waiver of Suretyship Defenses......................................................................73
10.14. WAIVER OF LIABILITY................................................................................73
10.15. FORUM SELECTION; CONSENT TO JURISDICTION...........................................................74
10.16. WAIVER OF JURY TRIAL...............................................................................74

SCHEDULES:

Schedule A List of Borrowers
Schedule 3.1 Good Standing / Foreign Qualification Jurisdictions
Schedule 3.2 Missing Consents
Schedule 3.5A Intellectual Property
Schedule 3.5B Real Property Interests
Schedule 3.5C Operating Names / Trade Names
Schedule 3.6 Capital Structure / Equity Ownership
Schedule 3.7 Subsidiaries, Affiliates & Investments
Schedule 3.8 Material Contracts
Schedule 3.9 Licenses and Authorizations
Schedule 3.10 Taxes and Assessments
Schedule 3.11 Material Litigation
Schedule 3.18 Fees and Commissions
Schedule 4.7 Existing Deposit Accounts
Schedule 5.2 Permitted Additional Indebtedness
Schedule 5.3 Permitted Additional Guaranties
Schedule 5.5 Permitted Additional Liens
Schedule 5.7 Permitted Additional Investments

EXHIBITS:

Exhibit 1.7.6 Form of EBITDA Shortfall Warrant
Exhibit 1.4.1 Form of Advance Request
Exhibit 4.2 Form of Borrowing Base and Periodic Compliance Certificate
Exhibit 10.2 Form of Assignment and Assumption Agreement

vii

CREDIT FACILITY AGREEMENT

THIS CREDIT FACILITY AGREEMENT (as defined in Article 9, along with all
other defined terms, this "Agreement") is made and effective as of October 20,
2000, by and among ▇▇▇▇.▇▇▇ HOLDING CORP. ("Talk Holding"), and ACCESS ONE
COMMUNICATIONS CORP. ("Access One") and CERTAIN AFFILIATES AND DIRECT AND
INDIRECT SUBSIDIARIES OF TALK HOLDING AND ACCESS ONE (WHICH EITHER ARE LISTED ON
SCHEDULE A AS OF THE EFFECTIVE DATE HEREOF OR ARE HEREAFTER ADDED AS BORROWING
SUBSIDIARIES PURSUANT TO THE TERMS HEREOF) (as more fully defined in Article 9,
Talk Holding, Access One and each such other borrower are referred to
individually as a "Borrower" and collectively as the "Borrowers"), and EACH
FINANCIAL INSTITUTION THAT FROM TIME TO TIME IS A "LENDER" HEREUNDER (as more
fully defined in Article 9, each, a "Lender"; collectively, the "Lenders"), and
MCG FINANCE CORPORATION (as more fully defined in Article 9, "MCG" or
"Administrative Agent").

R E C I T A L S

WHEREAS, Borrowers desire and have applied to Lenders for a credit
facility (to be administered by Administrative Agent) consisting of a term loan
facility pursuant to which up to $20 million can be borrowed on the Closing Date
on a senior secured basis and a line of credit arrangement pursuant to which
(upon successful syndication thereof by Administrative Agent) up to $30 million
can be borrowed from time to time on a senior secured basis; and

WHEREAS, Lenders and Administrative Agent are each willing to
accommodate the request for credit upon and subject to the terms, conditions and
provisions of the Loan Documents;

NOW, THEREFORE, for good and valuable consideration (receipt and
sufficiency of which are hereby acknowledged), and intending to be legally bound
hereby, Borrowers (jointly and severally), each Lender and Administrative Agent
each hereby agrees as follows:

ARTICLE 1: THE CREDIT FACILITIES

1.1. Term Loan Facility.

1.1.1. Establishment of Credit Facility. Subject to the terms
and conditions of and in reliance upon the representations and warranties in the
Loan Documents, each Term Lender (severally and on a Pro Rata basis with the
other Term Lenders) will lend funds to Borrowers on a senior secured basis on
the Closing Date in an aggregate principal amount advanced not to exceed the
Term Loan Commitment (as determined in accordance with Section 1.3).

1.1.2. Facility Maturity. The Term Loan Facility will mature
on June 30, 2001 (as may be extended from time to time as set forth in this
Section 1.1.2 or otherwise in the sole and absolute discretion of the Term
Lenders, "Term Loan Maturity Date"). Notwithstanding the foregoing, Borrowers
(upon delivery of written notice to Administrative Agent at any time prior to
the

then effective Term Loan Maturity Date) shall be entitled (a) to extend any such
Term Loan Maturity Date from time to time for additional successive periods not
to exceed 364 calendar days from the date of such notice but in no event beyond
June 30, 2005 and/or (b) to extend the then effective Term Loan Maturity Date
until June 30, 2005 upon delivery to Administrative Agent of written evidence
satisfactory to Administrative Agent that Borrowers have obtained all necessary
regulatory approvals (in final, non-appealable form) for the incurrence of
indebtedness as set forth in this Agreement and having a term with such a
requested Term Loan Maturity Date.

1.1.3. Use of Proceeds. The funds advanced under this Term
Loan Facility may be used exclusively as follows:

a. $4 million, to fund and/or reimburse Borrowers for
various costs, fees, expenses and other payments made in connection with the
Access One Merger, and

b. $15.25 million, to satisfy and refinance the
indebtedness owed by one or more Borrowers to the various Persons separately
disclosed to Administrative Agent in writing on the Closing Date (which
disclosure shall identify each payee, the corresponding amounts being satisfied,
and the purpose for which such indebtedness being satisfied was initially
incurred), and

c. To fund the purchase of specific property, plant
and equipment separately disclosed to Administrative Agent in writing on the
Closing Date, and

d. Up to $750,000 to pay for services and materials
associated with a Borrower's marketing activities (as to which, upon reasonable
request of Administrative Agent, Borrowers shall provide supporting descriptive
information), and

e. The balance of the Term Loan Commitment (if any)
to pay (i) for fees and expenses associated with consummating and documenting
the transactions contemplated by this Agreement, and (ii) for such other
purposes as specifically authorized hereunder or in writing by the Term Lenders
and the Required Lenders (in their sole and absolute discretion).

1.1.4. Term Loan Notes. The indebtedness under the Term Loan
Facility and the corresponding (joint and several) obligation of Borrowers to
repay each Term Lender with interest in accordance with the terms hereof will be
evidenced by one or more Term Loan Notes (as amended, restated, replaced,
supplemented, extended or renewed from time to time, each, a "Term Loan Note";
collectively, the "Term Loan Notes") payable to the order of each Term Lender.
The outstanding indebtedness evidenced by the Term Loan Notes will be due and
payable in full on the Term Loan Maturity Date. The aggregate stated principal
amount of the Term Loan Notes will be the Term Loan Commitment established as of
the Closing Date pursuant to Section 1.3; provided, however, that the maximum
liability under such Term Loan Notes will be limited at all times to the actual
amount of indebtedness (including principal, interest, fees, expenses and
indemnities) then outstanding under the Term Loan Facility. Each Term Lender is
authorized to note or endorse the date and amount of each Advance and each
payment under the Term Loan Facility on a schedule annexed to and constituting a
part of the Term Loan Notes. Such notations or endorsements (if made) will
constitute prima facie evidence of the information noted or endorsed on such
schedule, but the absence of any such notation

or endorsement will not limit or otherwise affect the obligations or liabilities
of Borrowers thereunder and hereunder.

1.1.5. Interest. Interest under the Term Loan Facility (and
with respect to any other amounts advanced to or on behalf of Borrowers or
otherwise outstanding under the Loan Documents) will be determined and imposed
in accordance with the following provisions (and, as applicable, Sections 1.5
and 1.7):

1.1.5.1. Reserved.

1.1.5.2. Establishment of Portions. For purposes of
determining interest, Borrowers may designate and subdivide the outstanding
balance under the Term Loan Facility (including any other amounts advanced to or
on behalf of Borrowers under the Loan Documents) into a maximum of 6 Portions at
an Adjusted LIBO Rate and 1 Portion at a Prime Rate (inclusive of the number of
Portions permitted under the Line of Credit Facility). No Portion accruing
interest at an Adjusted LIBO Rate may be less than $500,000, and all Portions
under the Term Loan Facility collectively must total the outstanding balance
under the Term Loan Facility.

1.1.5.3. Interest Rate Determination. The outstanding
principal balance under each Portion under the Term Loan Facility will bear
interest (computed daily until paid in immediately available funds, whether
prior to or after the Term Loan Maturity Date) at the applicable Rate Index (as
determined in accordance with Section 1.1.5.4) plus the applicable Rate Margin
(as determined in accordance with Section 1.1.5.5). If the Prime Rate is the
applicable Rate Index for a Portion, then the interest rate on such Portion will
change when and as the Prime Rate or Rate Margin changes; and if an Adjusted
LIBO Rate is the applicable Rate Index for a Portion, then the interest rate on
such Portion will be established on the first day of each Interest Period for
such Portion and will not change during such Interest Period (except as
otherwise permitted under Section 1.1.5). Notwithstanding the foregoing, the
applicable interest rate for the outstanding balance under the Term Loan
Facility from the Closing Date until the first date on which the Rate Index or
Rate Margin may be changed will be 10.76% per annum (i.e., the Adjusted LIBO
Rate applicable for a 3-month period as of the Closing Date (6.76%) plus a Rate
Margin of 4.0% per annum).

1.1.5.4. Selection of Rate Index. The applicable Rate
Index for each Portion under the Term Loan Facility will be either the Prime
Rate or an Adjusted LIBO Rate. The applicable Rate Index for each Portion may be
changed by Borrowers as of the first calendar day after the end of the
applicable Interest Period for such Portion. At least 3 Business Days (but not
more than 10 Business Days) before any day on which the Rate Index may be
changed, Borrowers must notify Administrative Agent in writing of (a) the dollar
amount of each Portion (if more than one exists) and (b) the selected Rate Index
for each Portion during the subsequent rate period (including, if applicable,
the selected length of the Interest Period for balances accruing interest at an
Adjusted LIBO Rate). If Administrative Agent does not timely receive such
written notification as to any Portion, then the then-current Rate Index will be
the applicable Rate Index for the outstanding balance of such unspecified
Portion during the subsequent Interest Period.

1.1.5.5. Applicable Rate Margins. From the Closing
Date through the date after December 31, 2000 on which Administrative Agent
receives the first periodic compliance

certificate and consolidated financial statements delivered in accordance with
Section 4.2 that provides a certified calculation of the Leverage Ratio (the
"Term Facility Fixed Rate Margin Period"), the Rate Margin applicable to the
Term Loan Facility will be 4.0% for Portions accruing interest at an Adjusted
LIBO Rate and 2.5% for Portions accruing interest at the Prime Rate. Thereafter,
the Rate Margin will be based upon the Leverage Ratio of (a) Funded Debt as of
the date of establishment of such Rate Margin to (b) TTM-OCF as of the last day
of the fiscal quarter reflected on the most recent quarterly financial
statements delivered to Administrative Agent in accordance with Section 4.2, and
will be determined according to the following schedule:

Prime Rate Adjusted LIBO
Leverage Ratio Margin Rate Margin
-------------- ---------- -------------

<2.5 2.00% 3.50%

>2.5 2.50% 4.00%
-

The Rate Margin applicable to the Term Loan Facility will be established on the
calendar day immediately following the end of the Term Facility Fixed Rate
Margin Period and thereafter will be established as of the first calendar day of
each Interest Period after the date that Administrative Agent receives the most
recent periodic compliance certificate and financial statements delivered in
accordance with Section 4.2. Even though the pricing schedule above may
contemplate Rate Margins for Leverage Ratios in excess of the Leverage Ratios
from time to time permitted under Section 4.1: (1) the existence of such pricing
in the above schedule (or the effectiveness thereof) does not amend any of the
requirements under Section 4.1 or waive any Default or Event of Default caused
by any non-compliance therewith from time to time and (2) Administrative Agent
and Lenders may nevertheless exercise from time to time during the occurrence of
an Event of Default any and all rights and remedies that are permitted by any
Loan Document or applicable law.

1.1.5.6. Calculation of Interest. Interest under the
Term Loan Facility will be calculated, accrued, imposed and payable on the basis
of a 360-day year for the actual number of days elapsed. Interest will begin to
accrue on any amounts advanced to or on behalf of Borrowers under the Loan
Documents on and as of the date such funds are advanced.

1.1.5.7. Special LIBO Rate Provisions. The following
provisions apply with respect to Adjusted LIBO Rates (notwithstanding any other
provision hereof).

Index (using the same Rate Margin category) to the Prime Rate for any Portion
then subject to an Adjusted LIBO Rate. Such election to change the Rate Index
must be made by providing Administrative Agent written notice thereof at any
time within 10 Business Days after receipt of such notice of adjustment
(notwithstanding any restriction hereunder limiting Rate Index changes to
certain dates, but subject to the requirement to pay all associated costs
therewith). Upon Administrative Agent's receipt of any such written election,
the identified Portion will thereupon begin to accrue interest at the Prime Rate
plus the Rate Margin (as applicable for the same Leverage Ratio as previously
was applicable for the Adjusted LIBO Rate) for the remainder of the then-current
Interest Period for such Portion.

b. Unavailability of Eurodollar Funds. An
Adjusted LIBO Rate will not be available for the Term Loan Facility if a
particular Lender at any time determines or reasonably believes that (1)
Eurodollar deposits equal to the amount of principal under the Term Loan
Facility for the applicable Interest Period are unavailable, or (2) an Adjusted
LIBO Rate will not adequately and fairly reflect the cost of maintaining
balances under the Term Loan Facility, or (3) by reason of circumstances
affecting Eurodollar markets, adequate and reasonable means do not then exist
for ascertaining an Adjusted LIBO Rate. Such Lender will give Administrative
Agent notice of any such determination and adjustment within a reasonable period
of time thereafter. Upon receipt of such notice, Administrative Agent will
provide a copy thereof to Borrowers, and (upon written request) such Lender will
furnish to Administrative Agent and Borrowers a statement setting forth the
basis for such determination or reasonable belief. A determination or belief by
any Lender hereunder will be conclusive absent manifest error.

c. Illegality. An Adjusted LIBO Rate also
will not be available under the Term Loan Facility if a particular Lender at any
time determines or reasonably believes that it is unlawful or impossible to fund
or maintain sufficient Eurodollar liabilities for the Term Loan Facility under
an Adjusted LIBO Rate. Such Lender will give Administrative Agent notice of any
such determination and adjustment within a reasonable period of time thereafter.
Upon receipt of such notice, Administrative Agent will provide a copy thereof to
Borrowers, and (upon written request) such Lender will furnish to Administrative
Agent and Borrowers a statement setting forth the basis for such determination
or reasonable belief. A determination or belief by any Lender hereunder will be
conclusive absent manifest error.

d. Continuance of a Default. An Adjusted
LIBO Rate, unless Required Lenders otherwise consent, also will not be available
under the Term Loan Facility during the existence of any Default or Event of
Default under the Loan Documents.

e. Alternative Rate. During the occurrence
of any event described in either Clauses "b," "c" or "d" of this Subsection,
each Term Lender's obligation hereunder to fund or maintain balances under an
Adjusted LIBO Rate will be suspended, and during such period, the outstanding
balance under the Term Loan Facility will bear interest at the Prime Rate plus
the appropriate Rate Margin (determined in accordance with Section 1.1.5.5).

1.1.6. Repayment and Prepayment. Each Borrower (jointly and
severally) hereby promises to pay Administrative Agent (for the ratable benefit
of the Term Lenders) the aggregate

indebtedness under the Term Loan Facility (and other Loan Documents) in
accordance with the following provisions (and, as applicable, Sections 1.3, 1.5
and 1.7):

1.1.6.1. Interest Payments. Interest accrued under
the Term Loan Facility is due and payable monthly in arrears on the last
calendar day of each month and also, at the option of the Term Lenders, on the
last calendar day of each Interest Period for any Portion accruing interest at
an Adjusted LIBO Rate. Such payments shall commence on the first such date after
the Closing Date. Upon prior written notice of at least 30 calendar days from
Administrative Agent to Borrowers, Administrative Agent (with the consent of the
Term Lenders, but not more than once prior to the Term Loan Maturity Date) may
change the date during a month on which such payments are due and payable.

1.1.6.2. Principal Payments. On the last calendar day
of each fiscal quarter, COMMENCING AS OF SEPTEMBER 30, 2001, a payment of
principal equal to $1,250,000.00 of the principal balance outstanding under the
Term Loan Facility is due and payable in its entirety. Upon prior written notice
of at least 180 calendar days from Administrative Agent to Borrowers,
Administrative Agent (with the consent of the Term Lenders, but not more than
once prior to the Term Loan Maturity Date) may change the date during a quarter
on which such payments are due and payable.

1.1.6.3. Reserved.

1.1.6.4. Payments at Maturity. The outstanding
indebtedness under the Term Loan Facility (including all principal, interest,
fees, expenses and indemnities) is due and payable in its entirety on the Term
Loan Maturity Date.

1.1.6.5. Prepayments.

a. Voluntary Prepayments. At any time, upon
prior written notice to Administrative Agent of at least 5 Business Days, the
outstanding principal balance under the Term Loan Facility may be prepaid in
whole or in part. In connection with any such voluntary prepayment prior to
August 31, 2001, and in addition to any amounts due under Section 1.5.4,
Borrowers shall concurrently therewith pay Administrative Agent (for the ratable
benefit of the Term Lenders) a prepayment fee in the amount of 2% of such
prepayment. In connection with any such voluntary prepayment on or after August
31, 2001 but prior to August 31, 2002, and in addition to any amounts due under
Section 1.5.4, Borrowers shall concurrently therewith pay Administrative Agent
(for the ratable benefit of the Term Lenders) a prepayment fee in the amount of
1% of such prepayment. As of and after August 31, 2002, Borrowers may make such
prepayments without premium or penalty except as provided in Section 1.5.4. Any
voluntary partial prepayment must be in an amount of not less than $500,000 or
in multiples of $10,000 in excess thereof.

b. Mandatory Prepayments -- Excessive
Balance. If the outstanding indebtedness under the Term Loan Facility at any
time exceeds the Term Loan Commitment as determined in accordance with Section
1.3, then such excess amount outstanding must be re-paid to Administrative Agent
in its entirety (for the ratable benefit of the Term Lenders)

immediately upon the earlier of (1) awareness by Borrowers of the advance or
incurrence thereof or (2) demand by Administrative Agent for payment thereof.

c. Mandatory Prepayments -- Asset Sales. If
Borrowers collectively sell, lease, license on an exclusive basis (without
retaining Borrowers' absolute right to use on a royalty-free basis), transfer or
otherwise dispose of any assets (other than inventory or other assets either
sold in the ordinary course of business with the proceeds thereof reinvested
within 180 calendar days thereafter in similar or other tangible assets or sold
to another Borrower) exceeding an aggregate fair market value of $2,500,000 in
any 12 consecutive calendar months, then a prepayment must be immediately made
on the outstanding indebtedness under the Term Loan Facility, unless the Term
Lenders otherwise consent. The amount of any such mandatory prepayment
(inclusive of the prepayment required under the Line of Credit Facility as set
forth in Section 1.2.6.5.c, which amounts shall be ratably allocated among the
Facilities based upon the then-current outstanding balances under such
Facilities) will be the cash proceeds of any such asset dispositions (or, with
respect to any non-cash proceeds, the cash proceeds thereof as and when received
by a Borrower) net of (1) reasonable commissions and expenses actually paid to
unrelated third parties in connection with such transactions and (2) taxes
payable as a direct result of such transactions (as such taxes are estimated and
certified to Administrative Agent by an acceptable certified public accountant
or Borrowers' chief financial officer).

d. Mandatory Prepayments - Maximum
Outstandings During Event of Default. Upon the occurrence and during the
continuance of any Event of Default, unless the Lenders otherwise consent, a
prepayment must be made immediately and from time to time on the outstanding
indebtedness under the Loan Documents to the extent that the aggregate
outstanding indebtedness of Borrowers under the Loan Documents exceeds the sum
of the following: (i) 100% of the aggregate accounts receivable of Borrowers for
the provision of telecommunications services to unrelated third party
Subscribers that are 60 calendar days or less past the initial due date therefor
(including unbilled usage or accounts receivable that are less than 30 days old)
and (ii) deposits of immediately available unencumbered funds held in accounts
that are legally titled and beneficially owned solely by one or more Borrowers
and/or Guarantor and that are encumbered with a first priority lien in favor of
Administrative Agent (for the ratable benefit of Lenders) pursuant to a security
agreement and a control agreement that are in form and substance acceptable to
Administrative Agent (in its commercially reasonable discretion). Any such
prepayment by Borrowers shall be allocated ratably among the Facilities and
Lenders based upon the then-current outstanding balances under such Facilities.

e. In General. Any prepayments under the
Term Loan Facility must include all accrued but unpaid interest under the Term
Loan Facility allocable to the amount prepaid through the date of such
prepayment.

1.1.6.6. Availability for Reborrowing. Principal
amounts repaid or prepaid under the Term Loan Facility prior to the Term Loan
Maturity Date will not be available for reborrowing hereunder. ---- ---

1.2. Line of Credit Facility.

1.2.1. Establishment of Credit Facility. From and after the
Line Effective Date, but subject to the terms and conditions of and in reliance
upon the representations and warranties in the Loan Documents, each Line Lender
(severally and on a Pro Rata basis with the other Line Lenders) will lend funds
to Borrowers on a senior secured basis through Advances from time to time in an
aggregate principal amount advanced not to exceed the Available Credit Portion
(as determined in accordance with Section 1.3).

1.2.2. Facility Maturity. The Line of Credit Facility will
mature on June 30, 2001 (as may be extended from time to time as set forth in
this Section 1.2.2 or otherwise in the sole and absolute discretion of the Line
Lenders, "Line of Credit Maturity Date"). Notwithstanding the foregoing,
Borrowers (upon delivery of written notice to Administrative Agent at any time
prior to the then effective Line of Credit Maturity Date) shall be entitled (a)
to extend any such Line of Credit Maturity Date from time to time for additional
successive periods not to exceed 364 calendar days from the date of such notice
but in no event beyond June 30, 2003 and/or (b) to extend the then effective
Line of Credit Maturity Date until June 30, 2003 upon delivery to Administrative
Agent of written evidence satisfactory to Administrative Agent that Borrowers
have obtained all necessary regulatory approvals (in final, non-appealable form)
for the incurrence of indebtedness as set forth in this Agreement and having a
term with such a requested Line of Credit Maturity Date.

1.2.3. Use of Proceeds. The funds advanced under this Line of
Credit Facility may be used exclusively as follows:

a. To fund the purchase of specific property, plant,
equipment and other capital expenditures as separately identified to the Line
Lenders concurrent with any such Advance of funds, and ---

b. To fund marketing activities, working capital, and
other legitimate corporate expenditures of Borrowers, and ---

c. To pay dividends to ▇▇▇▇.▇▇▇ INC. from time to
time if and to the extent permitted under Section 5.10, and

d. The balance of the Line of Credit Commitment (if
any) to pay (i) for fees and expenses associated with consummating and
documenting the transactions contemplated by this Agreement, and (ii) for such
other purposes as specifically authorized hereunder or in writing by the Line
Lenders and Required Lenders (in their sole and absolute discretion).

1.2.4. Line of Credit Notes. The indebtedness under the Line
of Credit Facility and the corresponding (joint and several) obligation of
Borrowers to repay each Line Lender with interest in accordance with the terms
hereof will be evidenced by one or more Line of Credit Notes (as amended,
restated, replaced, supplemented, extended or renewed from time to time, each, a
"Line of Credit Note"; collectively, the "Line of Credit Notes") payable to the
order of each Line Lender. The outstanding indebtedness evidenced by the Line of
Credit Notes will be due and payable in full on the Line of Credit Maturity
Date. The aggregate stated principal amount of the Line of Credit Notes will be
the Line of Credit Commitment established pursuant to Section 1.3; provided,
however, that the maximum liability under such Line of Credit Notes will be
limited at all times to the actual amount of

indebtedness (including principal, interest, fees, expenses and indemnities)
then outstanding under the Line of Credit Facility. Each Line Lender is
authorized to note or endorse the date and amount of each Advance and each
payment under the Line of Credit Facility on a schedule annexed to and
constituting a part of the Line of Credit Notes. Such notations or endorsements,
if made, will constitute prima facie evidence of the information noted or
endorsed on such schedule, but the absence of any such notation or endorsement
will not limit or otherwise affect the obligations or liabilities of Borrowers
thereunder and hereunder.

1.2.5. Interest. Interest under the Line of Credit Facility
(and with respect to any other amounts advanced to or on behalf of Borrowers or
otherwise outstanding under the Loan Documents) will be determined and imposed
in accordance with the following provisions (and, as applicable, Sections 1.5
and 1.7):

1.2.5.1. Reserved.

1.2.5.2. Establishment of Portions. For purposes of
determining interest, Borrowers may designate and subdivide the outstanding
balance under the Line of Credit Facility (including any other amounts advanced
to or on behalf of Borrowers under the Loan Documents) into a maximum of 6
Portions at an Adjusted LIBO Rate and 1 Portion at a Prime Rate (inclusive of
the number of Portions permitted under the Term Loan Facility). No Portion
accruing interest at an Adjusted LIBO Rate may be less than $500,000, and all
Portions under the Line of Credit Facility collectively must total the
outstanding balance under the Line of Credit Facility.

1.2.5.3. Interest Rate Determination. The outstanding
\rincipal balance under each Portion of the Line of Credit Facility will bear
interest (computed daily until paid in immediately available funds, whether
prior to or after the Line of Credit Maturity Date) at the applicable Rate Index
(as determined in accordance with Section 1.2.5.4) plus the applicable Rate
Margin (as determined in accordance with Section 1.2.5.5). If the Prime Rate is
the applicable Rate Index for a Portion, then the interest rate on such Portion
will change when and as the Prime Rate or Rate Margin changes; and if an
Adjusted LIBO Rate is the applicable Rate Index for a Portion, then the interest
rate on such Portion will be established on the first day of each Interest
Period for such Portion and will not change during such Interest Period (except
as otherwise permitted under Section 1.2.5).

1.2.5.4. Selection of Rate Index. The applicable Rate
Index for each Portion under the Line of Credit Facility will be either the
Prime Rate or an Adjusted LIBO Rate. The applicable Rate Index for each Portion
may be changed by Borrowers as of the first calendar day after the end of the
applicable Interest Period for such Portion. At least 3 Business Days (but not
more than 10 Business Days) before any day on which the Rate Index may be
changed, Borrowers must notify Administrative Agent in writing of (a) the dollar
amount of each Portion (if more than one exists) and (b) the selected Rate Index
for each Portion during the subsequent rate period (including, if applicable,
the selected length of the Interest Period for balances accruing interest at an
Adjusted LIBO Rate). If Administrative Agent does not timely receive such
written notification as to any Portion, then the then-current Rate Index will be
the applicable Rate Index for the outstanding balance of such unspecified
Portion during the subsequent Interest Period. With respect to the proceeds of
each Advance under the Line of Credit Facility, unless Borrowers request a
particular

Rate Index at the time of such Advance, then the Prime Rate shall be the
applicable Rate Index from the corresponding Settlement Date for such Advance
until the next date on which the Rate Index may be changed hereunder.

1.2.5.5. Applicable Rate Margins. From the date of
the initial Advance under the Line of Credit Facility through the date after
December 31, 2000 on which Administrative Agent receives the first periodic
compliance certificate and consolidated financial statements delivered in
accordance with Section 4.2 that provides a certified calculation of the
Leverage Ratio (the "Line Facility Fixed Rate Margin Period"), the Rate Margin
applicable to the Line of Credit Facility will be 4.0% for Portions accruing
interest at an Adjusted LIBO Rate and 2.5% for Portions accruing interest at the
Prime Rate. Thereafter, the Rate Margin will be based upon the Leverage Ratio of
(a) Funded Debt as of the date of establishment of such Rate Margin to (b)
TTM-OCF as of the last day of the fiscal quarter reflected on the most recent
quarterly financial statements delivered to Administrative Agent in accordance
with Section 4.2, and will be determined according to the following schedule:

Prime Rate Adjusted LIBO
Leverage Ratio Margin Rate Margin
-------------- ---------- -------------

<2.5 2.00% 3.50%

>2.5 2.50% 4.00%
-

The Rate Margin applicable to the Line of Credit Facility will be established on
the calendar day immediately following the end of the Line Facility Fixed Rate
Margin Period and thereafter will be established as of the first calendar day of
each Interest Period after the date that Administrative Agent receives the most
recent periodic compliance certificate and financial statements delivered in
accordance with Section 4.2. Upon the funding of any Advance under this
Agreement after the Closing Date in excess of $500,000, then Lenders (in the
sole and absolute discretion of Required Lenders) may elect to prospectively
adjust the Rate Margin applicable to each Portion to reflect the additional
amount of Funded Debt thereby outstanding. Even though the pricing schedule
above may contemplate Rate Margins for Leverage Ratios in excess of the Leverage
Ratios from time to time permitted under Section 4.1: (1) the existence of such
pricing in the above schedule (or the effectiveness thereof) does not amend any
of the requirements under Section 4.1 or waive any Default or Event of Default
caused by any non-compliance therewith from time to time and (2) Administrative
Agent and Lenders may nevertheless exercise from time to time during the
occurrence of an Event of Default any and all rights and remedies that are
permitted by any Loan Document or applicable law.

1.2.5.6. Calculation of Interest. Interest under the
Line of Credit Facility will be calculated, accrued, imposed and payable on the
basis of a 360-day year for the actual number of days elapsed. Interest will
begin to accrue on any amounts advanced to or on behalf of Borrowers under the
Loan Documents on and as of the date such funds are advanced.

1.2.5.7. Special LIBO Rate Provisions. The following
provisions apply with respect to Adjusted LIBO Rates (notwithstanding any other
provision hereof).

a. Change in Adjusted LIBO Rate. Any
Adjusted LIBO Rate may be prospectively adjusted by a particular Lender from
time to time to account for any additional or increased cost of maintaining any
necessary reserves for Eurodollar deposits (including any increase in the
Reserve Percentage) or any increased costs due to changes in the applicable law
occurring subsequent to the commencement of the then-applicable Interest Period.
Such Lender will give Administrative Agent notice of any such determination and
adjustment within a reasonable period of time thereafter. Upon receipt of such
notice, Administrative Agent will provide a copy thereof to Borrowers, and (upon
written request) such Lender will furnish a statement to Administrative Agent
and Borrowers setting forth the basis and the method for determining the amount
of such adjustment. A determination by any Lender hereunder will be conclusive
absent manifest error. If any Lender provides any such notice of adjustment,
then Borrowers may elect to change the then-applicable Rate Index (using the
same Rate Margin category) to the Prime Rate for any Portion then subject to an
Adjusted LIBO Rate. Such election to change the Rate Index must be made by
providing Administrative Agent written notice thereof at any time within 10
Business Days after receipt of such notice of adjustment (notwithstanding any
restriction hereunder limiting Rate Index changes to certain dates, but subject
to the requirement to pay all associated costs therewith). Upon Administrative
Agent's receipt of any such written election, the identified Portion will
thereupon begin to accrue interest at the Prime Rate plus the Rate Margin (as
applicable for the same Leverage Ratio as previously was applicable for the
Adjusted LIBO Rate) for the remainder of the then-current Interest Period for
such Portion.

b. Unavailability of Eurodollar Funds. An
Adjusted LIBO Rate will not be available for the Line of Credit Facility if a
particular Lender at any time determines or reasonably believes that (1)
Eurodollar deposits equal to the amount of principal under the Line of Credit
Facility for the applicable Interest Period are unavailable, or (2) an Adjusted
LIBO Rate will not adequately and fairly reflect the cost of maintaining
balances under the Line of Credit Facility, or (3) by reason of circumstances
affecting Eurodollar markets, adequate and reasonable means do not then exist
for ascertaining an Adjusted LIBO Rate. Such Lender will give Administrative
Agent notice of any such determination and adjustment within a reasonable period
of time thereafter. Upon receipt of such notice, Administrative Agent will
provide a copy thereof to Borrowers, and (upon written request) such Lender will
furnish to Administrative Agent and Borrowers a statement setting forth the
basis for such determination or reasonable belief. A determination or belief by
any Lender hereunder will be conclusive absent manifest error.

c. Illegality. An Adjusted LIBO Rate also
will not be available under the Line of Credit Facility if a particular Lender
at any time determines or reasonably believes that it is unlawful or impossible
to fund or maintain sufficient Eurodollar liabilities for the Line of Credit
Facility under an Adjusted LIBO Rate. Such Lender will give Administrative Agent
notice of any such determination and adjustment within a reasonable period of
time thereafter. Upon receipt of such notice, Administrative Agent will provide
a copy thereof to Borrowers, and (upon written request) such Lender will furnish
to Administrative Agent and Borrowers a statement setting forth the basis for
such determination or reasonable belief. A determination or belief by any Lender
hereunder will be conclusive absent manifest error.

d. Continuance of a Default. An Adjusted
LIBO Rate, unless Required Lenders otherwise consent, also will not be available
under the Line of Credit Facility during the existence of any Default or Event
of Default under the Loan Documents.

e. Alternative Rate. During the occurrence
of any event described in either Clauses "b," "c" or "d" of this Subsection,
each Line Lender's obligation hereunder to fund or maintain balances under an
Adjusted LIBO Rate will be suspended, and during such period, the outstanding
balance under the Line of Credit Facility will bear interest at the Prime Rate
plus the appropriate Rate Margin (determined in accordance with Section
1.2.5.5).

1.2.6. Repayment and Prepayment. Each Borrower (jointly and
severally) hereby promises to pay Administrative Agent (for the ratable benefit
of the Line Lenders, except to the extent otherwise agreed among the Line
Lenders and Administrative Agent) the aggregate indebtedness under the Line of
Credit Facility (and other Loan Documents) in accordance with the following
provisions (and, as applicable, Sections 1.3, 1.5 and 1.7):

1.2.6.1. Interest Payments. Interest accrued under
the Line of Credit Facility is due and payable monthly in arrears on the last
calendar day of each month and also, at the option of the Line Lenders, on the
last calendar day of each Interest Period for any Portion accruing interest at
an Adjusted LIBO Rate. Such payments shall commence on the first such date after
the initial Advance under the Line of Credit Facility. Upon prior written notice
of at least 30 calendar days from Administrative Agent to Borrowers,
Administrative Agent (with the consent of the Line Lenders, but not more than
once prior to the Line of Credit Maturity Date) may change the date during a
month on which such payments are due and payable.

1.2.6.2. Reserved.

1.2.6.3. Reserved.

1.2.6.4. Payments at Maturity. The outstanding
indebtedness under the Line of Credit Facility (including all principal,
interest, fees, expenses and indemnities) is due and payable in its entirety on
the Line of Credit Maturity Date.

1.2.6.5. Prepayments.

a. Voluntary Prepayments. At any time, upon
prior written notice to Administrative Agent of at least 3 Business Days, the
outstanding principal balance under the Line of Credit Facility may be prepaid
in whole or in part without premium or penalty, except as provided in Section
1.5.4. Notwithstanding the foregoing, Borrowers may not make more than 4 such
prepayments under the Line of Credit Facility per calendar month without the
prior consent of the Administrative Agent and the Line Lenders. Any voluntary
partial prepayment must be in an amount of not less than $500,000 or in
multiples of $10,000 in excess thereof.

b. Mandatory Prepayments -- Excessive
Balance. If the outstanding indebtedness under the Line of Credit Facility at
any time exceeds the Available Credit Portion as determined in accordance with
Section 1.3, then such excess amount outstanding must be re-paid to
Administrative Agent (for the ratable benefit of the Line Lenders) in its
entirety

immediately upon the earlier of (1) awareness by Borrowers of the advance or
incurrence thereof or (2) demand by Administrative Agent for payment thereof.

c. Mandatory Prepayments -- Asset Sales. If
Borrowers collectively sell, lease, license on an exclusive basis (without
retaining Borrowers' absolute right to use on a royalty-free basis), transfer or
otherwise dispose of any assets (other than inventory or other assets either
sold in the ordinary course of business with the proceeds thereof reinvested
within 180 calendar days thereafter in similar or other tangible assets or sold
to another Borrower) exceeding an aggregate fair market value of $2,500,000 in
any 12 consecutive calendar months, then a prepayment must be immediately made
on the outstanding indebtedness under the Line of Credit Facility, unless the
Line Lenders otherwise consent. The amount of any such mandatory prepayment
(inclusive of the prepayment required under the Term Loan Facility as set forth
in Section 1.1.6.5.c, which amounts shall be ratably allocated among the
Facilities based upon the then-current outstanding balances under such
Facilities) will be the cash proceeds of any such asset dispositions (or, with
respect to any non-cash proceeds, the cash proceeds thereof as and when received
by a Borrower) net of (1) reasonable commissions and expenses actually paid to
unrelated third parties in connection with such transactions and (2) taxes
payable as a direct result of such transactions (as such taxes are estimated and
certified to Administrative Agent by an acceptable certified public accountant
or Borrowers' chief financial officer).

d. Mandatory Prepayments - Maximum
Outstandings During Event of Default. Upon the occurrence and during the
continuance of any Event of Default, unless the Lenders otherwise consent, a
prepayment must be made immediately and from time to time on the outstanding
indebtedness under the Loan Documents to the extent that the aggregate
outstanding indebtedness of Borrowers under the Loan Documents exceeds the sum
of the following: (i) 100% of the aggregate accounts receivable of Borrowers for
the provision of telecommunications services to unrelated third party
Subscribers that are 60 calendar days or less past the initial due date
therefore (including unbilled usage or accounts receivable that are less than 30
days old) and (ii) deposits of immediately available unencumbered funds held in
accounts that are legally titled and beneficially owned solely by one or more
Borrowers and/or Guarantor and that are encumbered with a first priority lien in
favor of Administrative Agent (for the ratable benefit of Lenders) pursuant to a
security agreement and a control agreement that are in form and substance
acceptable to Administrative Agent (in its commercially reasonable discretion).
Any such prepayment by Borrowers shall be allocated ratably among the Facilities
and Lenders based upon the then-current outstanding balances under such
Facilities.

e. In General. Any prepayments under the
Line of Credit Facility must include all accrued but unpaid interest under the
Line of Credit Facility allocable to the amount prepaid through the date of such
prepayment.

1.2.6.6. Availability for Reborrowing. Principal
amounts paid under the Line of Credit Facility prior to the Line of Credit
Maturity Date will be available for re-borrowing in accordance with the terms
hereof up to the Available Credit Portion.

1.3. Determination of Commitment Amounts and Available Credit
Portion.

1.3.1. Initial Commitments. Upon the execution of this
Agreement and satisfaction or written waiver of the conditions precedent set
forth in Section 2.1, the Term Loan Commitment established hereunder will be $20
million ("Term Loan Commitment"). In addition, upon the execution of this
Agreement and satisfaction or written waiver of the conditions precedent set
forth in Sections 2.1 and 2.2, then the Line of Credit Commitment established
hereunder will be $30 million ("Line of Credit Commitment").

1.3.2. Available Credit Portion for Line of Credit.
Notwithstanding the foregoing, the maximum amount of credit available at any
time under the Line of Credit Facility may not exceed the amount resulting from
the following formula:

a. The Line of Credit Commitment,

b. Minus, the then-aggregate amount of all
prepayments relating to asset sales required to have been paid since the Closing
Date under Section 1.2.6.5.c, unless (i) such aggregate amount does not exceed
$10 million or (ii) the Line Lenders otherwise consent to such amount not being
excluded, and

c. Minus the aggregate amount of all
voluntary commitment reductions requested under Section 1.3.3.

The amount resulting from the equation under categories "a" through "c" above is
referred to herein as the "Available Credit Portion"; provided, however, that
prior to the Line Effective Date, the "Available Credit Portion" shall be $0.00.
On the effective date of any such reduction in the Available Credit Portion, a
prepayment must be made to the extent required under Section 1.2.6.5.b.

1.3.3. Voluntary Reduction of Commitment. Upon giving
Administrative Agent and each Line Lender prior written notice of at least 5
Business Days, Borrowers at any time and from time to time may reduce the Line
of Credit Commitment in multiples of $500,000. On the effective date of any such
reduction, a prepayment must be made to the extent required under Section
1.2.6.5.b. Any such reduction in the Line of Credit Commitment will be
permanent, and such Commitment cannot thereafter be increased without the
written consent of Administrative Agent and Lenders.

1.4. Advances.

1.4.1. Requesting Advances. To request an Advance (other than
the initial Advances on the Closing Date) under the Line of Credit Facility,
Borrowers must give Administrative Agent written notice (or verbal notice by
telephone with immediate written confirmation to follow) at least 3 Business
Days (but not more than 10 Business Days) prior to the requested Settlement Date
for such Advance (such notice, an "Advance Request"). Such Advance Request,
together with certain certifications, must be substantially in the form of
Exhibit 1.4.1 or such other form as Administrative Agent may reasonably request.
Each Advance under the Line of Credit Facility pursuant to an Advance Request
(unless Administrative Agent and Line Lenders otherwise consent) must be in an
amount of at least $500,000 and may not be greater than the un-borrowed balance
of the Available Credit Portion. Unless Administrative Agent and Line Lenders
otherwise consent, Borrowers may only request up to 4 Advances per calendar
month after the Closing Date.

1.4.2. Funding Advances. Subject to the satisfaction of and
compliance with the terms and conditions hereof (including, as applicable, the
conditions precedent specified in Article 2), Administrative Agent will make
each Lender's Pro Rata portion of each requested Advance (to the extent such
funds are received by Administrative Agent) available by such means as
Administrative Agent may consider reasonable. At the written request and expense
of Borrowers, Administrative Agent will wire transfer all or any portion of an
Advance in accordance with such written instructions therefor. By executing this
Agreement, each Borrower (jointly and severally) hereby requests Administrative
Agent and each Lender to make and fund the initial Advances (to the extent that
Administrative Agent receives each Lender's Pro Rata portion of the initial
Advances) in accordance with the Advance Request separately delivered to
Administrative Agent as of the Closing Date.

1.4.3. Indemnification for Revocation or Failure to Satisfy
Conditions. Each Borrower (jointly and severally) will indemnify each Lender and
Administrative Agent against all losses and costs reasonably incurred by such
Lender and/or Administrative Agent as a result of any revocation of any
requested Advance or any failure to fulfill the applicable conditions precedent
to such Advance on or before the requested Settlement Date specified in an
Advance Request. Such indemnification will include (among other things) all
losses and costs incurred by reason of the liquidation or reemployment of funds
required by such Lender or Administrative Agent to fund the Advance when such
Advance, as a result of such failure, is not made on the requested Settlement
Date. Such Lender's or Administrative Agent's (as applicable) calculation of
such losses and costs will be conclusive absent manifest error.

1.4.4. Obligation to Advance. No Lender will be obligated to
make any Advance under the following circumstances: (a) if the principal amount
of such Advance plus the aggregate amount outstanding under the applicable
Facility would exceed the applicable Commitment or the Available Credit Portion,
or (b) during the existence of a Default or an Event of Default hereunder, or
(c) if such Advance would cause a Default or Event of Default hereunder, or (d)
after the applicable Maturity Date. In addition, neither Administrative Agent
nor any Line Lender shall have any obligation or commitment to advance funds
under the Line of Credit Facility unless and until the conditions precedent
under Sections 2.1 and 2.2 have been satisfied by Borrowers or waived in writing
by Administrative Agent (at the direction of Line Lenders).

1.5. Payments in General.

1.5.1. Manner and Place of Payments. All payments of
principal, interest, fees, expenses, indemnities and other amounts due under the
Loan Documents must be received by Administrative Agent by wire transfer (unless
Administrative Agent otherwise consents) in immediately available funds in U.S.
dollars (and without any deduction, offset, netting, reservation of rights or
counterclaim) on or before Two O'clock (2:00) p.m. Eastern Time ("ET") on the
due date therefor at the principal office of Administrative Agent set forth in
Notice Section hereof or at such other place as Administrative Agent may
designate from time to time.

1.5.2. Special Payment Timing Issues. Whenever any payment to
be made under any Loan Document is due on a day that is not a Business Day, then
such payment may be made on the next succeeding Business Day, and such extension
of time will be included in the computation of

interest under such Loan Document. Any funds received by Administrative Agent
after 2:00 p.m. ET on any day will be deemed to be received on the next
succeeding Business Day.

1.5.3. Application of Payments. All payments and other funds
received by Administrative Agent under the Loan Documents will be applied in the
following order: (a) first to the payment of any fees and charges due under the
Loan Documents, and (b) then to any obligations for the payment of expenses,
costs and indemnities due under the Loan Documents, and (c) then to the payment
of interest due and owing under the Loan Documents (pro rata among the
Facilities), and (d) then to the principal indebtedness due under the Term Loan
Facility, and (e) then to principal outstanding (but not yet due) under the Line
of Credit Facility and the Term Loan Facility, and (f) then to any other
interest accrued under the Loan Documents. Notwithstanding the foregoing,
payments allocable to principal (other than scheduled periodic payments) will be
applied as follows: (1) to reduce future scheduled principal payments in the
inverse order of maturity and (2) with respect to the application of payments
within Clause "(e)", (except to the extent Borrowers otherwise request in
writing concurrently with such payment) first to principal balances under the
Line of Credit Facility and then to principal balances under the Term Loan
Facility.

1.5.4. LIBO Rate Payments Not at End of Interest Period. Upon
payment of any amount accruing interest based upon an Adjusted LIBO Rate on any
day other than the last day of the corresponding Interest Period (whether such
payment is voluntary, mandatory, by demand, acceleration or otherwise), then
Borrowers must pay Administrative Agent (for the benefit of Lenders) the greater
of (a) $500 or (b) all costs and losses (including funding costs and any losses
associated with the re-deployment of such funds for the balance of such Interest
Period) that may arise or be incurred as a result of or in connection with such
payment (as such costs and losses may be calculated by Lenders). Upon written
request, Lenders (through Administrative Agent) will furnish a statement setting
forth the basis for such calculation. A determination or calculation by any
Lender hereunder will be conclusive absent manifest error.

1.5.5. Capital Adequacy, Taxes and Other Adjustments. If any
Lender determines that (a) the adoption, implementation or interpretation after
the Closing Date of any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline, directive, policy or order regarding capital adequacy,
reserve requirements, taxes or similar requirements, or (b) compliance by such
Lender or any entity controlling or funding the operations of such Lender with
any request or directive regarding capital adequacy, reserve requirements, taxes
or similar requirements (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) from any central bank,
governmental agency, controlling entity, funding source or body having
jurisdiction would, in either instance, have the effect of increasing the amount
of capital, reserves, taxes (other than income taxes of Administrative Agent or
any Lender), funding costs or other funds required to be maintained or paid by
such Lender and thereby reducing the rate of return on such Lender's capital as
a consequence of its obligations under the Loan Documents, then Borrowers must
pay to such Lender additional amounts sufficient to compensate such Lender for
such reduction. Such Lender will give Administrative Agent notice of any such
determination and payment amount within a reasonable period of time thereafter.
Upon receipt of such notice, Administrative Agent will provide a copy thereof to
Borrowers, and (upon written request) such Lender will furnish a statement to
Administrative Agent and Borrowers setting forth the basis and the method for
determining the

amount of such payment. A determination by any Lender hereunder will be
conclusive absent manifest error.

1.5.6. Payment of Expenses, Indemnities and Protective
Advances. If any funds are advanced or costs are incurred by Administrative
Agent or any Lender to or on behalf of Borrowers or otherwise as permitted under
the Loan Documents (including as protective advances), other than Advances
pursuant to Section 1.4, then such advances or costs must be re-paid to
Administrative Agent (to the extent applicable, for the benefit of Lenders) in
their entirety immediately upon the earlier of (a) awareness by Borrowers of the
advance or incurrence thereof or (b) demand by Administrative Agent for payment
thereof.

1.5.7. Payments upon Termination. Notwithstanding any other
provision hereof, the entire outstanding indebtedness under each Facility
(including all principal, interest, fees, expenses and indemnities) is due and
payable in its entirety upon any termination of such Facility, the corresponding
Commitment therefor, or this Agreement.

1.5.8. Late Payments. If any payment (of principal, interest,
fees, expenses, indemnities or other amounts) due under any Loan Document is not
received by Administrative Agent in immediately available funds on or before the
7th calendar day after the due date therefor, then each Borrower (jointly and
severally) hereby agrees (to the maximum extent not prohibited by applicable
law) to pay to the applicable Lenders (through Administrative Agent and upon
Administrative Agent's request) a late payment charge equal to 5% of the amount
of such late payment. The late payment charges due under this Section are in
addition to any other interest, fees, charges, expenses or indemnities due or
imposable under the Loan Documents and/or any other remedies available under the
Loan Documents.

1.5.9. Default Interest. During the existence of a Default or
an Event of Default hereunder, each Borrower (jointly and severally) hereby
agrees (to the maximum extent not prohibited by applicable law) to pay to
Lenders (through Administrative Agent and upon Administrative Agent's request
but commencing as of the date of occurrence of such Default or Event of Default)
interest on any indebtedness outstanding hereunder at the rate of THREE PERCENT
(3%) per annum in excess of the rate then otherwise applicable to such
indebtedness. Notwithstanding the foregoing, if the relevant Default is under
Section 7.1.10, then such rate increase (to the maximum extent not prohibited by
applicable law) will occur automatically without any request by Administrative
Agent.

1.5.10. Usury Savings Provision. Notwithstanding any provision
of any Loan Document, Borrowers (individually and collectively) are not and will
not be required to pay interest at a rate or any fee or charge in an amount
prohibited by applicable law. If interest or any fee or charge payable on any
date would be in a prohibited amount, then such interest, fee or charge will be
automatically reduced to the maximum amount that is not prohibited, and any
interest, fee or charge for subsequent periods (to the extent not prohibited by
applicable law) will be increased accordingly until Administrative Agent and
each Lender receives payment of the full amount of each such reduction. To the
extent that any prohibited amount is actually received by Administrative Agent
or any Lender, then such amount will be automatically deemed to constitute a
repayment of principal indebtedness hereunder.

1.6. Release of Security. Upon termination of the Loan Documents in
accordance with Section 10.10, then Administrative Agent (at the written request
and expense of Borrowers) (i) will release the Obligors and the property serving
as Collateral under the Loan Documents (without representation, warranty,
recourse, liability or indemnification of any kind by or to Administrative Agent
or any Lender), and (ii) will execute and deliver such UCC termination
statements, mortgage releases, deed of trust releases, and other documentation
and instruments (all in form and substance reasonably acceptable to
Administrative Agent) as may be reasonably requested and provided to
Administrative Agent to effect such releases and terminations, and (iii) will
terminate and cancel all Commitments and all Facilities under the Loan
Documents.

1.7. Fees and Other Compensation.

1.7.1. Structuring Fee. On the Closing Date, Borrowers will
pay Administrative Agent (for the sole and exclusive benefit of Administrative
Agent) a Structuring Fee in the amount of $100,000, which amount is treated as
prepaid non-refundable interest.

1.7.2. Origination Fee for Term Facility. On the Closing Date,
Borrowers will pay Administrative Agent (for the ratable benefit of the Term
Lenders) an Origination Fee in the amount of $400,000, which amount is treated
as prepaid non-refundable interest.

1.7.3. Origination Fee for Line of Credit Facility. On the
Line Effectiveness Notification Date (provided such date occurs prior to March
31, 2001), Borrowers will pay Administrative Agent (for the benefit of itself
and the Line Lenders in such proportions as Administrative Agent may determine)
an Origination Fee in the amount of $750,000, which amount is treated as prepaid
non-refundable interest. Notwithstanding the foregoing, if Borrowers satisfy the
conditions for an Advance under the Line of Credit Facility and a Line Lender
breaches its obligation to advance such funds under the Line of Credit Facility
in accordance with the terms hereof for a period of more than 5 Business Days
after written demand by Borrowers, then such Line Lender shall return to
Borrowers its portion of the Origination Fee earned by such Line Lender under
this Section 1.7.3. To the extent that such breaching Line Lender did not
receive a pro rata portion of the Origination Fee under this Section 1.7.3
because Administrative Agent retained some of the fee, then upon the occurrence
of any such uncured breach Administrative Agent shall also return to Borrowers a
portion of the Origination Fee retained by Administrative Agent equal to the
balance of the actual pro rata portion of the Origination Fee that is
represented by such breaching Line Lender's percentage of the actual Commitments
under the Line of Credit Facility.

1.7.4. Periodic Unused Fee. Borrowers will pay Administrative
Agent (for the ratable benefit of the Line Lenders) a Periodic Unused Fee at the
rate of ONE AND ONE-QUARTER OF ONE PERCENT (1.25%) per annum on the average
daily un-borrowed portion of the Available Credit Portion under the Line of
Credit Facility. Such fee will be calculated by Administrative Agent and will be
due and payable monthly in arrears on the last calendar day of each month.

1.7.5. Issuance of Warrants upon Establishment of Line
Facility. On the Line of Effectiveness Notification Date (provided such date
occurs prior to March 31, 2001), ▇▇▇▇.▇▇▇ INC. will issue and grant to
Administrative Agent (or, to the extent so designated by Administrative Agent at
such time, to one or more of the Lenders) warrants exercisable for 300,000
shares of common stock

of ▇▇▇▇.▇▇▇ INC. (par value $0.01 per share and as in effect on the Closing
Date). Such warrants shall contain customary, commercially reasonable and
mutually acceptable terms, conditions, rights and protections and shall be
substantially similar to the form thereof attached as Exhibit 1.7. Without
limiting the foregoing, such warrants (a) shall be immediately exercisable upon
issuance, (b) shall be effective for a period of 7 years from the date of
issuance, (c) shall provide for a cashless exercise alternative, and (d) shall
have an exercise price equal to 115% of the average closing price of such common
stock as reported on the NASDAQ during the 20 consecutive trading sessions
ending two trading sessions prior to the Line Effectiveness Notification Date.
Such warrants shall be fully earned for all purposes as of the date of issuance.
Such warrants shall be treated as additional compensation for the cost and risk
incurred associated with underwriting, syndicating and establishing of the Line
of Credit Facility, but shall in no way affect or relieve any Borrower or
▇▇▇▇.▇▇▇ Inc. of any of its obligations to fully and timely perform and to repay
the entire indebtedness due under the Loan Documents. Notwithstanding the
foregoing, if Borrowers satisfy the conditions for an Advance under the Line of
Credit Facility and a Line Lender breaches its obligation to advance such funds
under the Line of Credit Facility in accordance with the terms hereof for a
period of more than 5 Business Days after written demand by Borrowers, then such
Line Lender shall return to Borrowers or otherwise forfeit its pro rata portion
of the Warrants earned by such Line Lender under this Section 1.7.5. To the
extent that such breaching Line Lender did not receive a pro rata portion of the
warrants earned under this Section 1.7.5 because Administrative Agent retained
some of the warrants, then upon the occurrence of any such uncured breach
Administrative Agent shall also return to Borrowers or otherwise forfeit a
portion of such warrants retained by Administrative Agent equal to the balance
of the actual pro rata portion of the warrants earned under this Section 1.7.5
that is represented by such breaching Line Lender's percentage of the actual
Commitments under the Line of Credit Facility.

1.7.6. Issuance of Warrants Associated with EBITDA Shortfall.
On the Closing Date, ▇▇▇▇.▇▇▇ INC. will issue and grant to Lenders (ratably
based upon each such Lender's Commitment) warrants exercisable for 300,000
shares of common stock of ▇▇▇▇.▇▇▇ INC. (par value $0.01 per share and as in
effect on the Closing Date). Such warrants shall have the terms and conditions
as set forth in Exhibit 1.7.6. Such warrants shall be treated as additional
compensation for the cost and risk incurred associated with underwriting,
syndicating and establishing of the Credit Facilities, but shall in no way
affect or relieve any Borrower or ▇▇▇▇.▇▇▇ INC. of any of its obligations to
fully and timely perform and to repay the entire indebtedness due under the Loan
Documents.

1.7.7. AoL Disbursement Fee. If at any time after the first
Advance under the Line of Credit Facility and prior to September 1, 2001,
▇▇▇▇.▇▇▇ INC. makes any "make whole" or repurchase payment to AoL relating to
AoL's stock of ▇▇▇▇.▇▇▇ INC. under or as described in Article V of the AoL
Investment Agreement or under any similar provisions of any related documents,
then Borrowers concurrently therewith will pay Administrative Agent (for the
ratable benefit of the Lenders) an AoL Disbursement Fee in the amount of
$500,000. If any such payment is made by ▇▇▇▇.▇▇▇ INC. prior to the first
Advance under the Line of Credit Facility, then concurrent with such first
Advance, Borrowers shall pay Administrative Agent (for the ratable benefit of
the Lenders) the AoL Disbursement Fee as described in the preceding sentence.
Notwithstanding the foregoing, the fee required under this Section 1.7.7 shall
not apply with respect to make whole payments relating to

warrant shares by ▇▇▇▇.▇▇▇ INC. under Section 6.5 of the AoL Investment
Agreement (as existing as of the Closing Date) that in the aggregate do not
exceed $5 million.

1.7.8. Other Fees. Other fees and charges may be imposed by
Administrative Agent or any Lender for services rendered under and in accordance
with agreements (other than the Loan Documents) with Administrative Agent or
such Lender.

ARTICLE 2: CONDITIONS PRECEDENT

2.1. Closing Conditions. The obligation of Administrative Agent or
any Lender to execute and perform under the Loan Documents, and to establish the
Facilities, and to fund the Advances are subject to the following conditions
precedent (unless and except to the extent expressly waived by Administrative
Agent and each Lender in their sole and absolute discretion):

2.1.1. Compliance.

2.1.1.1. Fees and Expenses. Borrowers must have paid
(or made acceptable arrangements with Administrative Agent to pay) all fees and
expenses due and payable hereunder, including all fees due and payable under
Section 1.7 and the reasonable fees and expenses of Administrative Agent's and
each Lender's attorneys and in-house documentation personnel with respect to the
preparation, negotiation and execution of the Loan Documents.

2.1.1.2. Representations. Each, and all,
representations and warranties contained in this Agreement (including those in
Article 3) and in each other Loan Document, certificate or other writing
delivered to Administrative Agent or any Lender pursuant hereto or thereto on or
prior to the Closing Date must be true, correct and complete in all material
respects on and as of the Closing Date, except for such deviations disclosed in
writing and acceptable to Administrative Agent and each Lender.

2.1.1.3. No Default. There must not be any Default or
Event of Default hereunder or any default under any other Loan Document on the
Closing Date, and there must not be any such Default or Event of Default
occurring as a result of executing or advancing funds under the Loan Documents,
except for such defaults disclosed in writing and acceptable to Administrative
Agent and each Lender.

2.1.1.4. No Material Change. There must not have been
(in Administrative Agent's or any Lender's reasonable opinion) any Material
Adverse Change between the date for the most recent financial statements
delivered to Administrative Agent and the Closing Date.

2.1.2. Documents. Administrative Agent must have received the
following documents, agreements and certificates (together with all exhibits and
schedules thereto), each duly executed, in form, substance and amount
satisfactory to Administrative Agent and, when applicable, recorded or filed in
the appropriate public office:

2.1.2.1. Credit Agreement. This Agreement.

2.1.2.2. Promissory Notes. The Term Loan Notes as
described in Section 1.1.4.

2.1.2.3. Security Agreement, Collateral Assignment
and Pledge. A master security agreement, collateral assignment and pledge by
EACH BORROWER in favor of Administrative Agent granting Administrative Agent
(for the benefit of Lenders) a security interest in and collaterally assigning
to Administrative Agent (for the benefit of Lenders) all of such grantor's
tangible and intangible personal property assets (including fixtures), whether
now owned or hereafter acquired, and the proceeds and products thereof, as
collateral security for the indebtedness and obligations hereunder, together
with all necessary financing statements and termination statements (each as
filed), stock certificates and powers executed in blank, waivers and consents,
and evidence of any other recordations required by applicable law or by
Administrative Agent to perfect such security interests in a manner that will be
subject only to Permitted Liens.

2.1.2.4. Intellectual Property Security Agreements.
One or more separate intellectual property security agreements by EACH BORROWER
in favor of Administrative Agent (for the benefit of Lenders) encumbering all of
such grantor's copyrights, patents, trade names, trademarks, service names,
service marks and other intellectual property (including any and all
applications and licenses therefor), all as now owned or hereafter acquired, and
the proceeds and goodwill thereof, together with all appropriate financing
statements and termination statements (each as filed), waivers and consents, and
any other documents or recordations required by applicable law or by Lender to
perfect such interests.

2.1.2.5. Guaranty. A guaranty agreement by ▇▇▇▇.▇▇▇
INC. in favor of Administrative Agent (for the benefit of ▇▇▇▇▇▇) absolutely and
unconditionally guaranteeing (a) the payment of all indebtedness hereunder and
under the other Loan Documents and (b) the performance of all other obligations
hereunder and under the other Loan Documents.

2.1.2.6. Insurance. Current proof of insurance with
an indication of loss payee and additional insured endorsements in favor of
Administrative Agent with respect to all of the coverages required under Section
4.8. Such proof of insurance must be indicated pursuant to one or more
certificates on (a) an ▇▇▇▇▇ 27 form (3/93) for property-related insurance
coverages and (b) a modified version of an ▇▇▇▇▇ 25-S form (3/93), in each
instance permitting reliance by Administrative Agent and requiring cancellation
notification.

2.1.2.7. Compliance Certificates. A certificate from
an Authorized Officer of each Borrower and Guarantor dated as of the Closing
Date and certifying as to compliance with the matters described under Section
2.1.1.

2.1.2.8. Opinions of Counsel. One or more written
opinions from legal counsel to Borrowers addressed to Administrative Agent and
each Lender and dated as of the Closing Date opining as to such matters as
Administrative Agent may reasonably request.

2.1.2.9. Authorization Documents. A certificate of an
Authorized Officer of EACH BORROWER and ▇▇▇▇.▇▇▇ INC. delivering true, accurate
and complete versions of (a) its Articles of Incorporation and all amendments
thereto, and (b) its Bylaws and all amendments thereto, and (c) the resolutions
authorizing its execution, delivery and full performance of the Loan Documents
and all other documents, certificates and actions required hereunder or in
connection herewith, and (d) an incumbency certificate setting forth its
officers (together with the corresponding signatures), and (e) a long-form good
standing and qualification certificate (issued within 30 calendar days before
the Closing Date) with respect to its jurisdiction of organization and each
jurisdiction listed on Schedule 3.1 in which it has substantial operations.

2.1.2.10. Other Documents. Administrative Agent must
have received any additional agreements, documents and certificates as
Administrative Agent or its counsel may reasonably request.

2.2. Effectiveness of Line of Credit Facility. The obligation of
Administrative Agent and each Line Lender to perform under the Line of Credit
Facility is subject to the following additional conditions precedent (unless and
except to the extent expressly waived by Administrative Agent in its sole and
absolute discretion, but with the concurrence of each Line Lender):

2.2.1. Line Effectiveness Notification. Administrative Agent
shall have provided Borrowers with written confirmation that the Line of Credit
Facility has been syndicated and will become available as set forth in Section
1.2 upon satisfaction by Borrowers or written waiver by Administrative Agent (at
the direction of Line Lenders) of the conditions precedent under this Section
2.2.

2.2.2. Promissory Notes. Administrative Agent must have
received the Line of Credit Notes as described in Section 1.2.4. Each such Note
shall be duly executed, and in form and substance satisfactory to Administrative
Agent.

2.2.3. Additional Warrants. Administrative Agent must have
received one or more separate warrant agreements by ▇▇▇▇.▇▇▇ INC. issuing and
granting to Administrative Agent (or its designees the warrants as described in
Section 1.7.5, together with all underlying warrant certificates and evidence of
necessary actions by ▇▇▇▇.▇▇▇ INC. to authorize and issue such warrants and
related warrant shares. Each such document shall be each duly executed, and in
form and substance satisfactory to Administrative Agent.

2.2.4. Line of Credit Origination Fee. Borrowers must have
paid (or made acceptable arrangements with Administrative Agent to pay) the Line
of Credit Origination Fee as described in Section 1.7.3. -----

2.2.5. Other Documents. Administrative Agent must have
received such additional documents and certificates as Administrative Agent has
determined (in its reasonable judgment) are necessary or appropriate to evidence
the effectiveness of the Line of Credit Commitment.

2.3. All Line Advances. The obligation of Administrative Agent to
perform and each Line Lender to fund any request for an Advance under the Line
of Credit Facility is subject to the following additional conditions precedent
(unless and except to the extent expressly waived by Administrative Agent in its
sole and absolute discretion, but with the concurrence of each Line Lender):

2.3.1. Advance Request. Administrative Agent must have
received an Advance Request under and in accordance with Section 1.4.1.

2.3.2. Compliance.

2.3.2.1. Fees and Expenses. Borrowers must have paid
(or made acceptable arrangements with Administrative Agent to pay) all fees and
expenses due and payable hereunder, including all reasonable expenses incurred
in connection with or as a result of reviewing and funding such Advance Request.

2.3.2.2. Representations. Each, and all,
representations and warranties contained in the Loan Documents (including those
in Article 3) and in each other certificate or other writing delivered to
Administrative Agent pursuant hereto or thereto on or prior to the Settlement
Date must be true, correct and complete in all material respects on and as of
the Settlement Date, except for such deviations disclosed in writing and
acceptable to Administrative Agent and each Lender (which disclosure will not
constitute Lenders' waiver or acceptance thereof).

2.3.2.3. No Default. There must not be any Default or
Event of Default hereunder or any default under any other Loan Document on the
Settlement Date, and there must not be any such Default or Event of Default
occurring as a result of funding such Advance, except for such defaults
disclosed in writing and acceptable to Administrative Agent and each Lender
(which disclosure will not constitute Lenders' waiver or acceptance thereof).

2.3.2.4. No Material Change. There must not have been
(in Administrative Agent's or any Line Lender's reasonable opinion) any Material
Adverse Change between the Closing Date and the Settlement Date.

ARTICLE 3: REPRESENTATIONS AND WARRANTIES

Each Borrower, as of the Closing Date and the Settlement Date for each
Advance hereunder, hereby (jointly and severally) represents and warrants as
follows:

3.1. Organization and Good Standing. Each Borrower and Guarantor
(a) is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and (b) has all requisite power and authority
to own its properties and to conduct its business as now conducted and as
currently proposed to be conducted, and (c) is duly qualified to conduct
business as a foreign organization and is currently in good standing in each
state and jurisdiction in which it conducts business, except where failure to be
duly qualified and in good standing could not have a Material

Adverse Effect. Each state and jurisdiction in which any Borrower or Guarantor
is organized or is (or should be) qualified to conduct business under applicable
law is listed on Schedule 3.1.

3.2. Power and Authority. Each Borrower and Guarantor has all
requisite power and authority under applicable law and under its Organic
Documents, Authorizations and Licenses to execute, deliver and perform the
obligations under the Loan Documents to which it is a party. Except as disclosed
on Schedule 3.2, all actions, waivers and consents (corporate, regulatory and
otherwise) necessary or appropriate for any Borrower or Guarantor to execute,
deliver and perform the Loan Documents to which it is a party have been taken
and/or received.

3.3. Validity and Legal Effect. This Agreement constitutes, and the
other Loan Documents to which any Borrower or Guarantor is a party constitute
(or will constitute when executed and delivered), the legal, valid and binding
obligations of each Borrower (jointly and severally) and, as applicable,
Guarantor enforceable against each such Person in accordance with the terms
thereof, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and by equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or at law).

3.4. No Violation of Laws or Agreements. The execution, delivery
and performance of the Loan Documents (a) will not violate or contravene in any
material respect any material law, rule, regulation, administrative order or
judicial decree (federal, state or local), and (b) will not violate or
contravene any provision of the Organic Documents of any Borrower or Guarantor,
and (c) will not result in any material breach or violation of (or constitute a
material default under) any material agreement or instrument by which any
Borrower or Guarantor or any of property of any Borrower or Guarantor may be
bound, and (d) will not result in or require the creation of any Lien (other
than pursuant to the Loan Documents) upon or with respect to any properties of
any Borrower, whether such properties are now owned or hereafter acquired.

3.5. Title to Assets; Existing Encumbrances; Identification of
Intellectual and Real Property.

3.5.1. Each Borrower has good and marketable title to all of
its owned real and personal property assets and the right to possess and use all
of its leased or licensed real and personal property assets. All such property
interests are free and clear of any Liens, except for Permitted Liens (as
defined in Section 5.5). Each such property and asset owned, leased or licensed
by any Borrower is titled, leased or licensed in the current legal name of such
Borrower.

3.5.2. Intellectual Property -- Schedule 3.5A lists (as of the
Closing Date or as of the date of any update to such Schedule) each trademark,
service ▇▇▇▇, copyright, patent, database, customized application software and
systems integration software, trade secret and other intellectual property
owned, licensed, leased, controlled or applied for by any Borrower, whether or
not such intellectual property is recorded with the Copyright Office or the
Patent and Trademark Office, together with relevant identifying information with
respect to such intellectual property describing (among other things) the date
of creation, the method of protection against adverse claims and the
registration number.

3.5.3. Real Property -- Schedule 3.5B lists (as of the Closing
Date or as of the date of any update to such Schedule) each real property
interest owned, leased or otherwise used by any Borrower, together with relevant
identifying information describing (among other things) the use of each such
real property interest, the location and mailing address for each such real
property, a legal description for each such real property (if requested by
Administrative Agent), an indication of whether such interest is owned or leased
(and, if leased, the lessor and record owner thereof), and the estimated value
thereof. Each such property and asset is in good order and repair (ordinary wear
and tear excepted) and is fully covered by the insurance required under Section
4.8.

3.5.4. Schedule 3.5C identifies each legal, operating and
trade name that any Borrower has used (or permitted the filing of a UCC
financing statement under) at any time during the 5 consecutive calendar years
immediately preceding the Closing Date.

3.6. Capital Structure and Equity Ownership. Schedule 3.6
accurately and completely discloses (as of the Closing Date or as of the date of
any update to such Schedule) (a) the number of shares and classes of equity
ownership rights and interests of each Borrower authorized and/or outstanding
(including warrants, options and other instruments convertible into such
equity), and (b) with respect to each Borrower, the ownership thereof. All such
shares and interests are validly issued and existing, fully paid and
non-assessable.

3.7. Subsidiaries, Affiliates and Investments. Schedule 3.7
accurately and completely discloses (as of the Closing Date or as of the date of
any update to such Schedule) (a) each Subsidiary and Affiliate of each Borrower
and Guarantor (other than its officers and directors) and (b) each investment in
or loan to any other Person by any Borrower in excess of $2.5 million.

3.8. Material Contracts. Schedule 3.8 lists (as of the Closing Date
or as of the date of any update to such Schedule) each "material contract"
(within the meaning of Item 601(b)(10) of Regulation S-K under the Securities
Exchange Act of 1934, as amended) to which any Borrower is a party, by which any
Borrower or the property of any Borrower is bound or to which any Borrower or
any such property is subject (collectively, "Material Contracts"). No Borrower
has committed any unwaived material breach or default under any Material
Contract (whether or not listed on Schedule 3.8), and after due inquiry and
investigation, no Borrower has any knowledge or reason to believe that any other
party to any such Material Contract (whether or not listed on Schedule 3.8) has
or might have committed any unwaived material breach or default thereof.

3.9. Licenses and Authorizations. Each Borrower possesses all
material Licenses and other Authorizations necessary or required in the conduct
of its businesses and/or the operation of its properties. Each material
Authorization is valid, binding and enforceable on, against and by such
Borrower. Each material Authorization is subsisting without any defaults
thereunder or enforceable adverse limitations thereon, and no such Authorization
is subject to any proceedings or claims opposing the issuance, continuance,
renewal, development or use thereof or contesting the validity or seeking the
revocation thereof. Schedule 3.9 accurately and completely lists (as of the
Closing Date or as of the date of any update to such Schedule) each material
Authorization of each Borrower, together with relevant identifying information
describing such Authorizations. For purposes of this Section 3.9, each
Authorization issued by the FCC or any State PUC will be deemed to be
"material".

3.10. Taxes and Assessments. Except as disclosed on Schedule 3.10,
each Borrower (a) has timely filed all United States Federal income tax returns
and all other material tax returns that it is required to file and (b) has paid
all taxes due pursuant to any tax returns or pursuant to any assessment received
by such Borrower. The charges, accruals and reserves on the books of each
Borrower in respect of taxes or other governmental charges are adequate.

3.11. Litigation and Legal Proceedings. Except as disclosed on
Schedule 3.11, or as otherwise disclosed to Administrative Agent and Lenders,
there is no litigation, claim, investigation, administrative proceeding, labor
controversy or similar action that is pending or (to the best of each Borrower's
knowledge and information after due inquiry) threatened against any Borrower or
its properties that, if adversely resolved, could reasonably be expected to have
or cause a Material Adverse Effect.

3.12. Accuracy of Financial Information. All financial statements
previously furnished to Administrative Agent or any Lender concerning the
financial condition and operations of any one or more Borrowers (a) have been
prepared in accordance with GAAP consistently applied, and (b) fairly present
the financial condition of the organization covered thereby as of the dates and
for the periods covered thereby (but, with respect to interim periodic financial
statements, subject to normal and customary year end audit adjustments), and (c)
disclose all material liabilities (contingent and otherwise) of each Borrower.
In addition, all written information previously furnished to Administrative
Agent or any Lender concerning the financial condition and operations of any
Borrower are true, accurate and complete in all material respects.

3.13. Accuracy of Other Information. All written information
contained in any application, schedule, report, certificate, or any other
document furnished to Administrative Agent or any Lender by any Borrower or any
other Person (on behalf of any Borrower) in connection with the Loan Documents
is in all material respects true, accurate and complete, and no such Person
(including Borrowers) has omitted to state therein (or failed to include in any
such document) any material fact or any fact necessary to make such information
not materially misleading. All written projections furnished to Administrative
Agent or any Lender by any Borrower or any other Person on behalf of any
Borrower have been prepared with a reasonable basis and in good faith, making
use of such information as was available at the date such projection was made.

3.14. Compliance with Laws Generally. Each Borrower is in compliance
in all material respects with all material laws, rules, regulations,
administrative orders and judicial decrees (federal, state, local and otherwise)
applicable to it, its operations and its properties.

3.15. ERISA Compliance. Each Borrower is in compliance in all
material respects with all applicable provisions of ERISA.

3.16. Environmental Compliance. Each Borrower has received all
permits and filed all notifications necessary under and is otherwise in
compliance with the Environmental Control Statutes, except to the extent that
such non-compliance (individually or in the aggregate) could not reasonably be
expected to have a Material Adverse Effect.

3.17. Margin Rule Compliance. No Borrower owns or has any present
intention of acquiring any "Margin Stock" within the meaning of the following
Margin Regulations of the FRB: Regulation T at 12 C.F.R. Pt. 220, and Regulation
U at 12 --- C.F.R. Pt. 221, and Regulation X at 12 C.F.R. Pt. 224. The credit
extended under this Agreement does not constitute --- "Purpose Credit" within
the meaning of the FRB's Margin Regulations.

3.18. Fees and Commissions. Except as disclosed on Schedule 3.18 or
as required by Section 1.7, no Borrower owes any fees or commissions of any kind
in connection with this Agreement or the transactions contemplated hereby, and
no Borrower knows of any claim (or any basis for any claim) for any fees or
commissions in connection with this Agreement or the transactions contemplated
hereby.

3.19. Solvency. No Borrower is "insolvent," as such term is defined
in Section 101(32) of the Bankruptcy Code (11 U.S.C. ss. 101(32)). No Borrower,
by virtue of its obligations and actions in connection with the Loan Documents,
has engaged or is engaging in any transaction that constitutes a fraudulent
transfer or fraudulent conveyance under applicable federal or state law
(including under Section 548 of the Bankruptcy Code or under the Uniform
Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act).

3.20. Reserved.

ARTICLE 4: AFFIRMATIVE COVENANTS

Each Borrower (jointly and severally) hereby covenants and agrees that,
so long as any indebtedness remains outstanding hereunder, each Borrower will
comply with the following affirmative covenants:

4.1 Financial and Operating Covenants and Ratios. As of the end of each
fiscal quarter, as and to the extent provided below, Borrowers must satisfy each
of the following financial and operating ratios and characteristics, each of
which will be determined (as applicable) using GAAP consistently applied, except
as otherwise expressly provided:

4.1.1 Minimum Revenue by Subscriber Type. Bundled Services
Revenue and LD Only Services Revenue for the fiscal quarter then ended of at
least the following amounts during the identified periods between the Closing
Date and December 31, 2001:

***

4.1.2 Maximum Subscriber Acquisition Costs. Subscriber
Acquisition Costs for Bundled Subscribers and for LD Only Subscribers during the
fiscal quarter then ended not to exceed the following during the identified
periods between the Closing Date and December 31, 2001:

***

4.1.3 Minimum Gross Profit Margin. Prior to the Line Effective
Date, a Gross Profit Margin of not less than 36.0% during any two consecutive
fiscal quarters beginning with fiscal quarter ending December 31, 2000 and
continuing through fiscal quarter ending December 31, 2001, and as of and after
the Line Effective Date, a Gross Profit Margin of not less than 37.5% during any
two consecutive fiscal quarters beginning with fiscal quarter ending December
31, 2000 and continuing through fiscal quarter ending December 31, 2001.

4.1.4 Interest Coverage Ratio. A ratio of TTM-OCF to Interest
Expense of not less than the following:

a. 2.0-to-1.0, for fiscal quarter ending
December 31, 2001; and

b. 3.0-to-1.0, for each fiscal quarter ending
after December 31, 2001.

4.1.5 Total Charge Coverage Ratio. A ratio of TTM-OCF to Total
Charges of not less than 1.10-to-1.0 for each fiscal quarter as of and after
fiscal quarter ending December 31, 2001.

4.1.6 Funded Debt-Revenue Leverage Covenant. Funded Debt as of
the end of each fiscal quarter after December 31, 2000 of not more than 3.75
times the Average Monthly Revenue during such fiscal quarter.

4.1.7 Funded Debt-OCF Leverage Covenant. A ratio of Funded
Debt to TTM-OCF during the identified periods after December 31, 2000 of not
more than the following:

PRIOR TO the Line Effective Date:

AS OF AND AFTER the Line Effective Date:

---------------------------------- ---------------------------
QUARTER ENDING TTM-OCF
---------------------------------- ---------------------------
December 31, 2001 6.0-to-1.0
---------------------------------- ---------------------------
March 31, 2002 5.0-to-1.0
---------------------------------- ---------------------------
June 30, 2002 5.0-to-1.0
---------------------------------- ---------------------------
September 30, 2002 5.0-to-1.0
---------------------------------- ---------------------------
December 31, 2002 5.0-to-1.0
---------------------------------- ---------------------------
March 31, 2003 4.0-to-1.0
---------------------------------- ---------------------------
June 30, 2003 4.0-to-1.0
---------------------------------- ---------------------------
September 30, 2003 4.0-to-1.0
---------------------------------- ---------------------------
December 31, 2003 4.0-to-1.0
---------------------------------- ---------------------------
Each Quarter After
December 31, 2003 3.0-to-1.0
---------------------------------- ---------------------------

4.1.8 Liquidity Covenant Prior to Line Effective Date. At all
times prior to the Line Effective Date, the aggregate outstanding indebtedness
of Borrowers under the Loan Documents must be less than 50% of the sum of the
following amounts: (i) the aggregate accounts receivable of Borrowers for the
provision of telecommunications services to unrelated third party Subscribers
that are 60 calendar days or less past the initial due date therefor (including
unbilled usage or accounts receivable that are less than 30 days old) and (ii)
deposits of immediately available unencumbered funds held in accounts that are
legally titled and beneficially owned solely by one or more Borrowers and/or
Guarantor and that are encumbered with a first priority lien in favor of
Administrative Agent (for the ratable benefit of Lenders) pursuant to a security
agreement and a control agreement that are in form and substance acceptable to
Administrative Agent (in its commercially reasonable discretion).

4.2. Periodic Financial Statements and Compliance Certificates.

4.2.1. Quarterly Financial Statements. As soon as practicable
after the end of each fiscal quarter of each fiscal year (other than the fourth
fiscal quarter), beginning with the fiscal quarter ending September 30, 2000,
and in any event not later than 10 calendar days following the filing thereof
with the SEC, Borrowers must prepare and deliver (or cause to be prepared and
delivered) to Administrative Agent and each Lender unaudited consolidated
balance sheets of ▇▇▇▇.▇▇▇ INC. and its Subsidiaries (including each Borrower)
as of the end of such fiscal quarter and unaudited consolidated statements of
income and cash flows for ▇▇▇▇.▇▇▇ INC. and its Subsidiaries (including each
Borrower) for the fiscal quarter then ended and for that portion of the fiscal
year then ended, in each case setting forth comparative consolidated figures as
of the end of and for the corresponding period in the preceding fiscal year, all
in reasonable detail and prepared in accordance with GAAP (including any
required schedules thereto but subject to the absence of notes required by GAAP
and subject to normal year-end adjustments) applied on a basis consistent with
that of the preceding

quarter or containing disclosure of the effect on the financial condition or
results of operations of any change in the application of accounting principles
and practices during such quarter. Together with the quarterly financial
statements, Administrative Agent and each Lender must also receive a certificate
executed by the chief financial officer or such other executive officer of
Borrowers as is acceptable to Administrative Agent (a) stating that the
financial statements fairly present the financial condition of ▇▇▇▇.▇▇▇ INC. and
its Subsidiaries (including each Borrower) as of the date thereof and for the
periods covered thereby, and (b) providing a reconciled calculation
demonstrating compliance with each of the financial and operating covenants and
ratios under Section 4.1 (using the form attached as Exhibit 4.2), and (c)
certifying that as of the date of such certificate there is not any existing
Default or Event of Default.

4.2.2. Annual Financial Statements. As soon as practicable
after the end of each fiscal year, beginning with the fiscal year ending
December 31, 2000, and in any event not later than 10 calendar days following
the filing thereof with the SEC and not later than 100 calendar days after then
end of each fiscal year, Borrowers must prepare and deliver (or cause to be
prepared and delivered) to Administrative Agent and each Lender an audited
consolidated balance sheet of ▇▇▇▇.▇▇▇ INC. and its Subsidiaries (including each
Borrower) as of the end of such fiscal year and audited consolidated statements
of income and cash flows for ▇▇▇▇.▇▇▇ INC. and its Subsidiaries (including each
Borrower) for the fiscal year then ended (including the notes and any required
schedules thereto), in each case setting forth comparative figures as of the end
of and for the preceding fiscal year, all (a) in reasonable detail, and (b)
prepared in accordance with GAAP applied on a basis consistent with that of the
preceding year or containing disclosure of the effect on the financial condition
or results of operations of any change in the application of accounting
principles and practices during such year, and (c) certified by an independent
certified public accounting firm of recognized national standing reasonably
acceptable to Required Lenders. Together with such annual financial statements,
Administrative Agent and each Lender must also receive all related management
letters (if any) prepared by such accountants with respect thereto and a report
thereon by such accountants (1) that does not restrict reliance thereon by
Administrative Agent or Lenders, and (2) that is not qualified as to going
concern or scope of audit, and (3) that is to the effect that such financial
statements present fairly in all material respects the consolidated financial
condition and results of operations of ▇▇▇▇.▇▇▇ INC. and its Subsidiaries
(including each Borrower) as of the dates and for the periods indicated.

4.3. Other Financial and Specialized Reports.

4.3.1. Reserved.

4.3.2. SEC Filings, Shareholder Communications and Press
Releases. Within 10 Business Days after sending, filing, issuing or receiving,
as applicable, any of the following documents by ▇▇▇▇.▇▇▇ INC. or any Borrower,
Borrowers must deliver (or cause to be delivered) a copy of the following to
Administrative Agent and each Lender: (a) all financial statements, reports,
notices and proxy statements that ▇▇▇▇.▇▇▇ INC. shall send or make generally
available to any class of its shareholders, (b) all regular, periodic and
special reports, registration statements and prospectuses (including on Form
8-K, Form 10-K and Form 10-Q, but excluding on Form S-8) that ▇▇▇▇.▇▇▇ INC.
shall file with the SEC and (c) all press releases and other statements made
available

generally by ▇▇▇▇.▇▇▇ INC. or any Borrower to the public concerning material
developments in the business of ▇▇▇▇.▇▇▇ INC. or any Borrower.

4.4. Reserved.

4.5. Books and Records; Maintenance of Properties. Each Borrower
will keep and maintain satisfactory and adequate books and records of account,
which (to the extent applicable) shall be maintained in accordance with GAAP.
Each Borrower will also keep, maintain and preserve all of its property and
assets in good order and repair (ordinary wear and tear excepted and except to
the extent such property has become obsolete and has been replaced).

4.6. Existence and Good Standing. Each Borrower will preserve and
maintain (a) its existence as a corporation under the laws of its jurisdiction
of organization (except as and to the extent otherwise expressly permitted under
Section 5.8), and (b) its good standing in all jurisdictions where it conducts
business (unless the failure to do so could not reasonably be expected to have a
Material Adverse Effect), and (c) the validity of all its Authorizations and
Licenses required or otherwise appropriate in the conduct of its businesses
(unless the failure to do so could not reasonably be expected to have a Material
Adverse Effect).

4.7. Deposit Accounts. Borrowers (a) will maintain commercial
deposit accounts only at federally insured depository institutions rated as
"well capitalized" by their primary federal regulator and (b) will provide
Administrative Agent with written notice of the institution's name and location
and the account name and number with respect to each such account within 20
calendar days after opening or acquiring any such account. The institution's
name and location and the account name and number for each such account in
existence as of the Closing Date (or as of the date of any update to such
Schedule) are listed on Schedule 4.7.

4.8. Insurance; Disaster Contingency.

4.8.1. General Insurance Provisions. Each Borrower will
maintain with financial sound and reputable insurance companies insurance with
respect to its assets, properties and business, against such hazards and
liabilities, of such types, in such amounts and with such deductibles, as is
customarily maintained by companies in the same or similar businesses similarly
situated. If any Borrower fails or refuses to obtain or maintain any such
insurance coverage after being requested to do so in writing, then
Administrative Agent (at its election) may (but is not obligated to) obtain and
maintain such insurance coverage on behalf of such Borrower, and the premiums
and other costs thereof (a) will be included in the indebtedness hereunder
secured by the Collateral and (b) will be due and payable by such Borrower to
Administrative Agent immediately upon demand. Each such policy for liability
insurance must name Administrative Agent (for the benefit of Lenders) as loss
payee, and each such other policy for insurance must name Administrative Agent
(for the benefit of Lenders) as loss payee and as additional insured. Each such
policy must also require the insurer to furnish Administrative Agent with
written notice at least 10 calendar days prior to any termination, cancellation
or lapse of coverage and must provide Administrative Agent with the right (but
not the obligation) to cure any non-payment of premium. Upon Administrative
Agent's request, each Borrower (from time to time) will furnish Administrative
Agent with proof of such insurance (in form and substance acceptable to
Administrative Agent) and a copy of the related policy.

4.8.2. Disaster Recovery and Contingency Program. Each
Borrower will maintain (and at least annually review the sufficiency of) a
disaster recovery and contingency plan that addresses each Borrower's plans for
continuing operations upon the occurrence of a natural disaster or other event
that destroys or prevents the use of or access to such Borrower's primary
computer systems, information databases, software applications, business records
and operations facility and/or such Borrower's switch sites. Such contingency
plan at all times must be in form and substance reasonably acceptable to
Administrative Agent. Upon request, each Borrower will provide Administrative
Agent with a current copy of such plan.

4.9. Loan Purpose. Borrowers will use the proceeds of each Advance
hereunder exclusively as set forth in Sections 1.1.3 and 1.2.3.

4.10. Taxes. Each Borrower will pay and discharge all taxes,
assessments or other governmental charges or levies imposed on it or any of its
property or assets prior to the date upon which any penalty for non-payment or
late payment is incurred, unless (a) the same are then being contested in good
faith by appropriate proceedings diligently prosecuted, and (b) adequate
reserves therefor acceptable to Administrative Agent have been established, and
(c) Administrative Agent has been notified thereof in writing, and (d) the
consequences of such non-payment could not reasonably be expected to have a
Material Adverse Effect. Notwithstanding the foregoing, this Section 4.10 does
not apply with respect to franchise taxes and other fees and charges associated
with qualification by a Borrower in a state where such Borrower is not operating
so long as such failure to pay such fees or charges (individually or in the
aggregate) could not reasonably be expected to have a Material Adverse Effect.

4.11. Reserved.

4.12. Litigation and Administrative Proceedings. Each Borrower will
notify Administrative Agent in writing within 30 calendar days after becoming
aware of the institution or commencement of any litigation, legal or
administrative proceeding, or labor controversy (a) with a purported amount in
controversy in excess of $2.5 million, or (b) that could otherwise reasonably be
expected to have or cause a Material Adverse Effect.

4.13. Monitoring Compliance; Occurrence of Certain Events. Each
Borrower at all times will maintain (and comply with) commercially reasonable
procedures and systems designed to monitor compliance and to detect instances of
non-compliance with the Loan Documents. Each Borrower will notify Administrative
Agent in writing within 10 Business Days after becoming aware of (a) the
occurrence of any Default or Event of Default hereunder, or (b) the occurrence
of any Default or Event of Default under any other Loan Document, or (c) the
happening of any event or the assertion or threat of any claim that could
reasonably be expected to have or cause a Material Adverse Effect.

4.14. Compliance with Laws. Each Borrower will comply in all
material respects (a) with all material laws, rules, regulations and orders
(federal, state, local and otherwise) applicable to its business, and (b) with
the provisions and requirements of all Authorizations. Each Borrower will
promptly notify Administrative Agent of such Borrower's receipt of any notice
from any governmental authority or other Person asserting any actual or alleged
failure by such Borrower to so

comply with any such laws, rules, regulations, orders or Authorizations or
setting forth circumstances that, if adversely determined, would be reasonably
likely to have a Material Adverse Effect. Such "material" laws, rules,
regulations and orders shall include, as applicable, (i) the Federal
Communications Act and each State Communications Act and the rules, regulations,
policies, procedures and orders of the FCC and each such State PUC, and (ii) the
Environmental Control Statutes, and (iii) ERISA.

4.15. Further Actions.

4.15.1. Additional Collateral. Each Borrower will execute,
deliver and record (or, as appropriate, cause the execution, delivery and
recordation) at any time upon Administrative Agent's reasonable request and in
form and substance reasonably satisfactory to Administrative Agent, any of the
following instruments in favor of Administrative Agent as additional Collateral
hereunder: (a) mortgages, deeds of trust and/or assignments on or of any real or
personal property owned, leased or licensed by it, and (b) certificates of title
encumbrances against any of its titled vehicles, and (c) any other like
assignments or agreements specifically covering any of its properties or assets
(including assignments of any patents, trademarks, copyrights, databases, trade
secrets and other forms of intellectual property and deposit account control
agreements), and (d) any financing or continuation statements requested by
Administrative Agent. In addition, without limiting the generality of the
foregoing, BUT ONLY to the extent that any such grant of additional collateral
(in Borrowers' reasonable judgment) would not require the consent or approval of
AoL, then Borrowers (at any time upon the request of Administrative Agent) will
use commercially reasonable efforts to cause ▇▇▇▇.▇▇▇ INC. to grant an all-asset
lien in favor of Administrative Agent (for the benefit of Lenders) as collateral
support for the Guaranty by ▇▇▇▇.▇▇▇ INC.

4.15.2. Further Assurances. From time to time, each Borrower
will execute and deliver (or will cause to be executed and delivered) such
supplements, amendments, modifications to and/or replacements of the Loan
Documents and such further instruments as may be reasonably required to
effectuate the intention of the parties to (or to otherwise facilitate the
performance of) the Loan Documents.

4.15.3. Estoppel Certificates. Upon Administrative Agent's
request, each Borrower will execute, acknowledge and deliver (or, as
appropriate, cause the execution, acknowledgment and delivery) to such Persons
as Administrative Agent may reasonably request a statement in writing certifying
as follows (to the best of its knowledge, after diligent inquiry): (a) that the
Loan Documents (as amended, if applicable) are unmodified and in full force and
effect, and (b) that the payments under the Loan Documents required to be paid
by Borrowers have been paid, and (c) the then unpaid principal balance of
Facilities hereunder, and (d) whether or not any Default is then occurring under
any of the Loan Documents and, if so, specifying each such Default of which the
signer may have knowledge, and (e) whether or not any Borrower is then entitled
to assert any claims, defenses or causes of action that would impose any
liability upon Administrative Agent or any Lender or that would otherwise
challenge the enforceability any Loan Document or any provision thereof
(including, the existence of any so-called "Lender Liability" claims or
defenses). Unless such Borrower otherwise consents (which consent will not be
unreasonably withheld, delayed or conditioned), Administrative Agent must give
such Borrower at least ten (10) Business Days to complete and deliver any such
certificate. Each Borrower understands and agrees that any such

certificate delivered pursuant to this Section may be relied upon by
Administrative Agent, each Lender, and, if different, by the recipient thereof.

4.15.4. Waivers and Consents. At any time upon Administrative
Agent's request, each Borrower will use its commercially reasonable efforts to
obtain and deliver (in form and substance reasonably satisfactory to
Administrative Agent) a waiver or consent to the assignment to Administrative
Agent of any contract, lease, Authorization or other agreement to which it is a
party.

4.15.5. Access and Audits. Administrative Agent and each
Lender (from time to time at its discretion) may conduct audits of the
Collateral and of the performance and operations of any Borrower. Each Borrower
(upon Administrative Agent's request from time to time) will use its
commercially reasonable efforts to provide Administrative Agent and each Lender
(and their representatives and agents) with reasonable access, during normal
business hours, to such Borrower's management personnel, books and records,
property and operations (including its financial records), whether such
property, books and records are in the possession of such Borrower or are in the
possession of a third party (including the possession of such Borrower's
Affiliates, accountants and legal counsel), provided however that such efforts
to provide access under this Section shall not require any Borrower to waive any
legal privilege available to such Borrower with respect to such information. In
connection with any such audit, Administrative Agent and each Lender may also
make notes and copies of (and extracts from) relevant records.

4.15.6. Updating of Loan Document Schedules. From time to time
upon the written request of Administrative Agent (which request shall not be
made more frequently than once every 12 months unless an Event of Default
exists), Borrowers will prepare and deliver to Administrative Agent (with 15
Business Days of any such request) an updated version of the Schedules to the
Loan Documents.

4.16. Costs and Expenses. Borrowers will pay or reimburse
Administrative Agent and each Lender for all reasonable fees and costs
(including all reasonable attorneys' fees and disbursements and the reasonable
fees and disbursements of in-house counsel and documentation personnel) that
Administrative Agent or any Lender from time to time may pay or incur in
connection with (a) the preparation, negotiation and review of the Loan
Documents, any waivers, consents and amendments in connection herewith or
therewith and all other documentation related hereto or thereto, and (b) the
funding of the indebtedness or any Advance hereunder, and (c) the initial and
continuing perfection or protection of Administrative Agent's or any Lender's
interest in any of the Collateral, and (d) the collection or enforcement of any
of the Loan Documents, and (e) the periodic examination and auditing of the
Collateral and the books, records and operations of Borrowers (but only in
connection with one such audit during any calendar year unless a Default or
Event of Default has occurred and is continuing), and (f) Administrative Agent's
release of its interests in the Collateral in accordance with the terms of the
Loan Documents. Borrowers will pay any and all recordation taxes or other fees
due upon the filing of the financing statements or documents of similar effect
required to be filed under the Loan Documents, and will provide Administrative
Agent with a copy of any receipt or other evidence reflecting such payments. All
obligations provided for in this Section shall survive the termination of this
Agreement and/or the repayment of indebtedness hereunder.

4.17. Other Information. Each Borrower will provide Administrative
Agent with any other documents and information (financial or otherwise)
reasonably requested by Administrative Agent or its counsel from time to time.

4.18. Reserved.

4.19. Post-Closing Items.

a. Estoppels and Consents. Within 60 calendar days after the
Closing Date, Borrowers will use commercially reasonable efforts to obtain and
deliver to Administrative Agent such estoppel and consent agreements in favor of
Administrative Agent (for the benefit of Lenders), in form and substance
acceptable to Administrative Agent (in its commercially reasonable discretion)
relating to the real property leases listed on Schedule 3.5B (other than the
lease of parking spaces located in Pinellas County, Florida). Notwithstanding
the foregoing, so long as Borrowers satisfy the "commercially reasonable"
standard set forth above, then failure of any Borrower to obtain any such
estoppel and consent shall not constitute a Default hereunder.

b. Mortgages and Title Insurance Policies. Within 30 calendar
days after the Closing Date, Borrowers will provide Administrative Agent with
legal descriptions for and will execute, file and deliver to Administrative
Agent (in such form as Administrative Agent may request in its commercially
reasonable discretion) one or more deeds of trust, mortgages and/or fixture
filings encumbering in favor of Administrative Agent (for the benefit of
Lenders), together with an acceptable lender's title policy, with respect to the
real estate owned by any Borrower.

▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Control Agreement. Within 30 calendar days
after the Closing Date, Borrowers will deliver to Administrative Agent one or
more executed control agreements with respect to each investment account that
Borrowers have at ▇▇▇▇▇▇▇ ▇▇▇▇▇.

d. Dissolution of Inactive Subsidiaries Access One of
Virginia, ▇▇▇▇.▇▇▇ Texas and ▇▇▇▇.▇▇▇ New Hampshire. Within 90 calendar days
after the Closing Date, Borrowers either will dissolve or merge into another
Borrower (and provide Administrative Agent with evidence thereof) the following
three entities: (a) Access One Communications of Virginia, Inc. and (b)
▇▇▇▇.▇▇▇, Inc., a Texas corporation and (c) ▇▇▇▇.▇▇▇ Holding Corp., a New
Hampshire corporation.

ARTICLE 5: NEGATIVE COVENANTS

Each Borrower (jointly and severally) hereby covenants and agrees that,
so long as any indebtedness remains outstanding hereunder, each Borrower will
comply with the following negative covenants (unless Required Lenders through
Administrative Agent otherwise consent in writing, which consent will not be
unreasonably withheld, delayed or conditioned while no Default is occurring):

5.1. Capital Expenditures. As of and after January 1, 2001,
Borrowers (on a consolidated basis) will not incur Capital Expenditures in any
fiscal year in excess of $30 million. Notwithstanding the foregoing, no Borrower
may make any such Capital Expenditure to acquire all or

any substantial portion of the assets or equity of another business enterprise
(unless explicitly permitted by Section 5.7).

5.2. Additional Indebtedness. No Borrower will borrow any monies or
create, incur, assume or permit to exist any additional indebtedness,
obligations or liabilities (including monetary obligations evidenced by a
promissory note and monetary obligations under non-compete and consulting
arrangements) except as follows (collectively, the "Permitted Indebtedness"):

a. Indebtedness under the Loan Documents in favor of Lenders;
and

b. Trade indebtedness, if and to the extent (i) such
indebtedness is incurred in the normal and ordinary course of business for value
received and (ii) such indebtedness (to the extent it exceeds $5 million to any
single vendor or $15 million in the aggregate among all such vendors) is paid on
a current basis or is less than 60 calendar days past the due date therefor
(other than with respect to any such indebtedness that is then being diligently
disputed by Borrowers in good faith or with respect to any such indebtedness in
favor of a vendor with whom Borrowers have a good faith dispute, claim or
counterclaim regarding service or performance under a contract); and

c. Indebtedness and obligations incurred TO PURCHASE FIXED OR
CAPITAL ASSETS, consistent with the restrictions in Section 5.1 and Section 5.5,
provided, however, that (1) the aggregate amount of such asset acquisition
indebtedness outstanding at any time (together with the aggregate amount of
Capital Lease indebtedness outstanding under Subsection 5.2.d) may not exceed
*** , and (2) such indebtedness must be immediately included in the calculation
of Funded Debt, and (3) such fixed or capital assets being purchased may not
constitute (a) customized application software or systems integration software,
or (b) equity interests in or substantially all of the assets of another
enterprise other than Permitted Investments, or (c) any other asset the loss of
which could reasonably be expected to have or cause a Material Adverse Effect;
and

d. Indebtedness and obligations incurred UNDER CAPITAL LEASES,
consistent with the restrictions in Section 5.1 and Section 5.5, provided,
however, that (1) the aggregate amount of such Capital Lease indebtedness
outstanding at any time (together with the aggregate amount of asset acquisition
indebtedness outstanding under Subsection 5.2.c) may not exceed *** , and (2)
such indebtedness must be immediately included in the calculation of Funded
Debt, and (3) such fixed or capital assets being leased may not constitute (a)
customized application software or systems integration software, or (b) any
asset the loss of which could reasonably be expected to have or cause a Material
Adverse Effect; and

e. Indebtedness in favor of another Borrower if and to the
extent permitted under Section 5.7; and

f. Subordinated Indebtedness if and to the extent permitted
under Section 5.11; and

g. Loans and advances by any Borrower to any other Borrower so
long as each such loan or advance (1) is unsecured, and (2) is subordinated in
right and time of payment to the Obligations, and (3) is evidenced by a
promissory note (in form and substance reasonably satisfactory to Administrative
Agent) that is endorsed in blank and delivered to Administrative Agent as
additional Collateral under the Loan Documents; and

h. Other unsecured Indebtedness incurred with unrelated third
parties in the aggregate outstanding at any time not to exceed $2.5 million; and

i. Unsecured severance obligations (that were approved by such
Borrower's board of directors) to former officers and employees; and

j. Any renewals, extensions, modifications and replacements of
the Indebtedness permitted under this Section that do not increase the principal
amount thereof and that otherwise comply with any stated conditions applicable
thereto under this Section; and

k. Such indebtedness listed on Schedule 5.2 with the prior
written consent of Lenders through Administrative Agent (which consent will not
be unreasonably withheld while no Default is occurring). Unless Lenders through
Administrative Agent otherwise expressly consent in writing (or unless otherwise
specified on Schedule 5.2), all indebtedness listed on Schedule 5.2 must be
included in the calculation of Funded Debt.

5.3. Guaranties. No Borrower will guarantee, assume or otherwise be
or agree to become liable in any way, either directly or indirectly, for any
additional indebtedness or liability of any other Person, except as follows
(collectively, the "Permitted Guaranties"): (a) in favor of Lenders or
Administrative Agent, or (b) to endorse checks, drafts and negotiable
instruments for collection in the ordinary course of business, or (c) in favor
of another Borrower (so long as such obligation or liability is subordinate to
the Obligations in favor of Lenders under the Loan Documents and is reflected on
the books and records of such Borrowers), or (d) as listed on Schedule 5.3 with
the consent of Lenders, or (e) to the extent that Lenders through Administrative
Agent otherwise consent in writing.

5.4. Reserved. [COMMENT: PRIOR TEXT OF SECTION 5.4 INCORPORATED
INTO SECTION 5.7.]

5.5. Liens and Encumbrances; Negative Pledge. No Borrower will
create, permit or suffer the creation or existence of any Liens on any of its
property or assets (real or personal, tangible or intangible), except as follows
(collectively, the "Permitted Liens"):

a. Liens in favor of Administrative Agent as security for the
Obligations under the Loan Documents; and

b. Liens arising in favor of sellers or lessors for
indebtedness and obligations incurred to purchase or lease fixed or capital
assets as permitted under Section 5.2.c or Section 5.2.d, provided, that (1)
such Liens secure only the indebtedness and obligations created thereunder (but
not any related monetary obligations under non-compete and consulting
arrangements) and are limited to the assets purchased or leased pursuant
thereto, and (2) such fixed or capital assets do not constitute (a) customized
application software or systems integration software, or (b) equity interests in
or substantially all of the assets of another enterprise, or (c) any other asset
the loss of which could reasonably be expected to have or cause a Material
Adverse Effect; and

c. Liens for taxes, assessments or other governmental charges
(federal, state or local) that are not yet delinquent or that are then being
currently contested in good faith by appropriate proceedings diligently
prosecuted, provided, however, that (1) the existence of such Liens and
challenge of such charges must have been fully disclosed to Administrative
Agent, and (2) adequate reserves therefor in accordance with GAAP must have been
established, and (3) such Liens (in Administrative Agent's reasonable opinion)
could not reasonably be expected to have or cause a Material Adverse Effect; and

d. Liens or deposits in the ordinary course of business to
secure obligations under workmen's compensation, unemployment insurance or
social security laws or similar legislation; and

e. Deposits to secure performance or payment bonds, bids,
tenders, franchises or public and statutory obligations required in the ordinary
course of business; and

f. Deposits to secure surety, appeal or custom bonds required
in the ordinary course of business; and

g. Possessory liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of business for sums
not more than 30 calendar days past due or for sums being currently contested in
good faith by appropriate proceedings diligently prosecuted, provided, however,
that (1) the existence of such Liens and challenge of such sums allegedly due
must have been fully disclosed to Administrative Agent, and (2) adequate
reserves therefor in accordance with GAAP must have been established, and (3)
such Liens (in Administrative Agent's reasonable opinion) could not reasonably
be expected to have or cause a Material Adverse Effect; and

h. Easements, rights-of-way, restrictions and other similar
encumbrances on real property of a Borrower that, independently and in the
aggregate, do not materially interfere with the occupation, use or enjoyment by
such Borrower of the property or assets encumbered thereby in the normal course
of business; and

i. Attachment and/or judgment Liens (i) that are being
contested in good faith by appropriate proceedings diligently prosecuted, and
(ii) for which adequate reserves (if any) have been established in accordance
with GAAP, and (iii) that (in Administrative Agent's reasonable opinion) could
not reasonably be expected to have a Material Adverse Effect; and

j. Liens arising from the filing (for notice purposes only) of
financing statements in respect of true leases to the extent such leases are
permitted under Section 5.2; and

k. Liens securing renewals, extensions, modifications and
replacements of any Indebtedness secured by a Lien permitted under this Section
so long as (i) such Indebtedness is not increased, (ii) such renewal, extension,
modification or replacement is not secured by any additional assets, and (iii)
such Lien otherwise complies with any stated conditions applicable thereto under
this Section; and

l. Liens listed on Schedule 5.5 with the consent of Required
Lenders through Administrative Agent (which consent will not be unreasonably
withheld, delayed or conditioned while no Default is occurring).

No Borrower will similarly covenant to or in favor of any other Person that it
will not create, permit or suffer the creation or existence of any Liens on any
of its property or assets. In addition, no Borrower will purchase or otherwise
acquire any additional assets (including any leasehold interest therefor) unless
Administrative Agent's interest in such property either (a) is already covered
and perfected pursuant to an existing and effective UCC-1 financing statement,
fixture filing, mortgage and/or leasehold mortgage (as appropriate) in favor of
Administrative Agent or (b) except as provided in Clause "(c)" below, otherwise
becomes properly perfected within 5 calendar days after any such

acquisition by such Borrower's filing (at its expense) all necessary UCC-1
financing statements, fixture filings, mortgages and/or leasehold mortgages (as
appropriate, and in form and substance reasonably acceptable to Administrative
Agent) or (c) with such additional assets or group of related additional assets
that do not have a cost or a fair market value in excess of $250,000, otherwise
becomes properly perfected within 15 calendar days after any executive officer
(including the general counsel) of a Borrower becomes aware that such
acquisition necessitates additional filings in order for the interest of
Administrative Agent in such assets to be perfected. Moreover, no Borrower will
establish or maintain any "securities account" with any "securities
intermediary" (as such terms are defined in Article 8 of the UCC) except as
permitted under Section 5.7.

5.6. Transfer of Assets. No Borrower will sell, lease, license on
an exclusive basis, transfer or otherwise dispose of all or substantially all of
its assets. In addition, no Borrower will sell, lease, license on an exclusive
basis (without retaining such Borrower's and its assigns' absolute right to use
on a royalty-free basis), transfer or otherwise dispose of ANY of its assets
other than as follows (collectively, the "Permitted Transfers"): (a) Assets with
a fair market value of $10 million or less pursuant to a transaction with an
unrelated third party in the normal and ordinary course of business for value
received and otherwise in accordance with the terms hereof (including Sections
1.1.6.5.c and 1.2.6.5.c), and (b) assets sold or transferred to another
Borrower, and (c) to the extent that Lenders through Administrative Agent
otherwise consent in writing (which consent may be conditioned upon compliance
with Sections 1.1.6.5.c and 1.2.6.5.c).

5.7. Acquisitions and Investments. No Borrower will purchase or
otherwise acquire (including by way of share exchange) any part or amount of the
equity ownership, assets, evidences of indebtedness or other obligations,
securities or interests of any other Person. Notwithstanding the foregoing,
Borrowers may acquire or invest in the following (collectively, the "Permitted
Investments"):

a. "Cash Equivalents", which term shall be defined to mean (i)
any direct obligation of or obligation unconditionally guaranteed by the United
States of America or any State thereof (or any agency, political subdivision or
instrumentality thereof, to the extent backed by the full faith and credit of
the United States of America or any State thereof) maturing not more than 1 year
from the date of acquisition; AND/OR (ii) commercial paper maturing not more
than 270 days from the date of issuance, which is issued by either (a) any
Person organized under the laws of any State of the United States of America or
the District of Columbia and rated at least A-1 or higher by Standard & Poor's
Rating Services or P-1 or higher by ▇▇▇▇▇'▇ Investors Service, Inc. as of the
date of issuance, or (b) any Lender (or its holding company); AND/OR (iii) time
deposits, bankers acceptances and certificates of deposit, maturing not more
than 1 year from the date of issuance, which is issued by either (a) a bank or
trust company organized under the laws of the United States of America or any
State thereof that has combined capital and surplus of at least $500,000,000 and
that has (or is a subsidiary of a bank holding company that has) a long-term
unsecured debt rating of A or higher, a credit rating of A or higher from
Standard & Poor's Rating Services or a credit rating of A-2 or higher by ▇▇▇▇▇'▇
Investors Service, Inc., or (b) any Lender; AND/OR (iv) repurchase obligations
or agreements having a term not exceeding thirty (30) days with respect to
underlying securities of the types described in clause (i) above entered into
with any Lender or any bank or trust company meeting the qualifications
specified in clause (iii)(a) above; AND/OR (v) money market funds at least 90%
of the assets of which

are continuously invested in securities of the type described in clauses (i),
(ii), (iii) and (iv) above; and

b. Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business; and

c. Investments by way of contributions to capital or purchases
of capital stock by any Borrower in any other wholly-owned Subsidiary of such
Borrower that is (or immediately after giving effect to such investment will be)
a Borrower; provided that such Borrower complies with the provisions of Sections
4.15 and 5.8; and

d. Investments consisting of (i) accounts receivable arising
in the ordinary course of a Borrower's business or (ii) deposits and prepayments
made by a Borrower to its vendors and other suppliers in the ordinary course of
such Borrower's business in connection with the purchase price or acquisition of
goods, inventory, supplies, materials, equipment, licenses or leases of
intellectual property, and other assets or services; and

e. Investments consisting of (i) loans and advances of cash to
employees of a Borrower for reasonable travel, relocation and business expenses
in the ordinary course of such Borrower's business not exceeding $2 million in
the aggregate outstanding at any time, and (ii) advances to employees of a
Borrower secured by shares of capital stock of ▇▇▇▇.▇▇▇ INC. or options to
purchase capital stock of ▇▇▇▇.▇▇▇ INC. not exceeding $1 million in the
aggregate outstanding at any time, and (iii) extensions of trade credit by a
Borrower in the ordinary course of such Borrower's business, and (iv) prepaid
expenses by a Borrower incurred in the ordinary course of such Borrower's
business; and

f. Investments consisting of intercompany indebtedness among
Borrowers as and to the extent permitted under Section 5.2.g; and

g. Investments consisting of loans and advances by a Borrower
to its Partitions in the ordinary course of such Borrower's business secured by
the assets of such Partitions, evidenced by one or more written assignable
instruments with such Partitions, and not exceeding *** in the aggregate
outstanding at any time ***; and ; and

h. Investments consisting of noncash consideration received by
a Borrower in connection with any disposition permitted under Section 5.6; and

i. "Permitted Acquisitions", which term shall be defined to
mean acquisitions of other Persons or entities provided that (a) no Default or
Event of Default exists at the time of such acquisition or would be caused
thereby on a pro forma basis, and (b) Administrative Agent is provided with
prior written notice of such acquisitions at least 15 calendar days prior to the
occurrence thereof (and is concurrently therewith or immediately thereafter
provided with a list of assets to be acquired, a copy of the draft acquisition
documents, a copy of current financial statements on the target and any other
information and materials that Administrative Agent may reasonably request), and
(c) all assets and equity acquired in connection with such acquisitions are
pledged and/or encumbered in favor of Administrative Agent with a first lien
priority, and (d) the total consideration for such acquisition to be paid by
Borrowers (inclusive of assumed liabilities, but

exclusive of stock of ▇▇▇▇.▇▇▇ INC. issued in connection therewith) does not
exceed $25 million in any 12 consecutive month period; and

j. Investments listed on Schedule 5.7 with the consent of
Required Lenders through Administrative Agent (which consent will not be
unreasonably withheld, delayed or conditioned while no Default is occurring).

No Borrower will establish or maintain any "securities account" with any
"securities intermediary" (as such terms are defined in Article 8 of the UCC),
unless a control agreement acceptable in form and substance to Administrative
Agent is first executed by such "securities intermediary" securing
Administrative Agent's first priority interest and rights in and to all
"financial assets" and "security entitlements" associated with such "securities
account."

5.8. New Ventures; Mergers. No Borrower will (a) enter into any new
business activities or ventures not related either to the current businesses of
a Borrower or to the provision or marketing of other telecommunications
services, or (b) merge or consolidate with or into any other corporation,
partnership, limited liability company or other organization (unless such
Borrower or another Borrower is the survivor, Administrative Agent is provided
notice thereof at least 10 Business Days prior thereto, and such transaction
will not cause a Default or Event of Default), or (c) create or acquire (or
cause or permit the creation or acquisition of) any Subsidiary or Affiliate
(except the hiring of officers and directors). Notwithstanding the foregoing,
any Borrower may create or acquire (or cause or permit the creation or
acquisition of) one or more wholly-owned Subsidiaries provided that (1) each
such Subsidiary (at Required Lenders' sole discretion) becomes a "Borrower," a
"Guarantor" and/or an "Obligor" under the Loan Documents, and (2) a first
priority security interest in and pledge of 100% of the assets and equity of
each such Subsidiary is perfected in favor of Administrative Agent as additional
Collateral under the Loan Documents.

5.9. Transactions with Affiliates. No Borrower will enter into any
transaction or agreement with any Subsidiary, Affiliate or other related
enterprise except as follows: (a) reasonable and customary compensation
arrangements in the ordinary course of business with its officers and directors,
and (b) indebtedness among Borrowers (if any) to the extent permitted by Section
5.2, and (c) guaranties (if any) to the extent permitted by Section 5.3, and (d)
employee loans (if any) to the extent permitted under Section 5.7, and (e)
reasonable and customary asset transfers among Borrowers (if any) to the extent
permitted under Section 5.6, and (f) dividends and distributions (if any) to the
extent permitted by Section 5.10, and (g) transactions in the ordinary course of
business between Borrowers.

5.10. Distributions or Dividends. No Borrower will declare or make
(directly or indirectly) any payment or distribution with respect to, or incur
any liability for the purchase, acquisition, redemption or retirement of, any of
its equity interests (including warrants therefor) or as a dividend, return of
capital or other payment or distribution of any kind to any holder of any such
equity interest. Notwithstanding the foregoing, (a) a Borrower may pay lawful
dividends to a holder of its equity who is also a Borrower, and (b) a Borrower
may pay lawful dividends to ▇▇▇▇.▇▇▇ INC. so long as (i) ▇▇▇▇.▇▇▇ INC. is the
legal and beneficial owner of shares of capital stock of such Borrower, and
(ii) no Default then exists under the Loan Documents or would otherwise be
caused by the payment of

such dividend (including, any Default under the Guaranty by ▇▇▇▇.▇▇▇ INC. and/or
any Default under Section 4.1 on a pro forma basis after deducting such proposed
dividend from OCF).

5.11. Payment of Subordinated Indebtedness. No Borrower will incur
or make any payments on Subordinated Indebtedness except as permitted by a
separate intercreditor or subordination agreement executed between such other
creditor and Administrative Agent. Notwithstanding the foregoing, if any
Subordinated Indebtedness is subsequently authorized by Lenders and if any
Default occurs under the Loan Documents, then no Borrower will make any further
payments in connection with its Subordinated Indebtedness unless and until such
Default has been waived or cured to the satisfaction of Administrative Agent and
Lenders.

5.12. Reserved.

5.13. Issuance of Additional Equity. No Borrower will permit the
issuance, reissuance, conversion or exercise of any equity interests (common
stock, preferred stock, partnership interests, member interests or otherwise) or
any options, warrants, convertible securities or other rights to purchase such
beneficial or equity interest. Notwithstanding the foregoing, a Borrower may
issue additional equity interests provided that: (a) such Borrower has provided
written notice thereof to Administrative Agent at least 15 Business Days prior
to such issuance (which notice must at least describe the type and amount of
equity interests being purchased, the consideration to be received by such
Borrower in exchange for such issuance, and the identity of the purchaser), and
(b) such equity interests (other than equity interests owned by ▇▇▇▇.▇▇▇ that
are pledged to AOL or are restricted by the AoL Investment Agreements between
▇▇▇▇.▇▇▇ and AOL) are pledged to Administrative Agent (with a first lien
priority) as additional Collateral hereunder at the time of issuance thereof
using documentation that is in form and substance reasonably acceptable to
Administrative Agent, and (c) no Default or Event of Default then exists under
the Loan Documents or would otherwise result from the issuance of such equity
interest (including a Default under the change in control restrictions set forth
in Section 7.1.8).

5.14. Removal of Assets. No Borrower will remove or permit the
removal of any asset or group of assets (with a collective fair market value
exceeding $250,000) to a jurisdiction or a county in which no financing
statement on Form UCC-1 has been filed naming Administrative Agent as "secured
party" with respect to such assets. Notwithstanding the foregoing, a Borrower
may remove the following types of assets under the following conditions: (a)
temporary removal of equipment for repair or replacement provided that (to the
extent that the fair market value of such equipment in the aggregate exceeds $1
million) Administrative Agent has received prior written notice thereof
indicating the type of equipment, its approximate fair market value, the
destination location and an estimate of the length of time that such equipment
will be removed from the relevant jurisdiction, and (b) booths, displays,
marketing materials and related accompanying equipment of a Borrower being used
temporarily in connection with marketing such Borrower's business at trade shows
or otherwise (provided that the aggregate fair market value thereof does not
exceed $500,00), and (c) portable computers and related accompanying equipment
being used by the officers, employees and independent representatives of a
Borrower in connection with accomplishing such Borrower's business activities at
home offices or otherwise (provided that the aggregate fair market value thereof
does not exceed $500,000). Moreover, no Borrower will move the location of its
chief executive

office (or change its official mailing address) without providing Administrative
Agent with written notice thereof at least 15 Business Days prior thereto.

5.15. Modifications to Organic Documents. No Borrower will (a) amend
or otherwise modify any of its Organic Documents unless such amendment or
modification could not reasonably be expected to have or cause a Material
Adverse Effect and such Borrower provides Administrative Agent with written
notice thereof at least 15 Business Days prior thereto, or (b) change its
official name, its operating names or the names under which it executes
contracts and conducts business unless such Borrower provides Administrative
Agent with written notice thereof at least 15 Business Days prior thereto.

5.16. Terms of and Modifications to Material Relationships. Each
Borrower will use commercially reasonable efforts to ensure that no Material
Contract entered into by any Borrower after the Closing Date (including the
renewal or extension of any Material Contract existing as of the Closing Date,
other than the AoL Investment Agreements) will restrict any Borrower's ability
to collaterally assign or encumber such contract in favor of Administrative
Agent.

5.17. Margin Stock Restrictions; Other Federal Statutes. No Borrower
will use any of the proceeds hereunder, directly or indirectly, to purchase or
carry, or to reduce or retire any indebtedness that was originally incurred to
purchase or carry, any Margin Stock or for any other purpose that might
constitute the transactions contemplated hereby as a "Purpose Credit" within the
meaning of the FRB's Margin Regulations. In addition, no Borrower will engage as
its principal business in the extension of credit for purchasing or carrying
Margin Stock. No Borrower will cause or permit any Loan Document to violate any
other regulation of the FRB or the SEC or any provision of the Securities Act of
1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or
the Small Business Investment Act of 1958, each as amended, or any rules or
regulations promulgated under any of such statutes.

ARTICLE 6: ADDITIONAL COLLATERAL AND RIGHT OF SET OFF

6.1. Additional Collateral. As additional collateral for the
payment of any and all Obligations of each Borrower to Administrative Agent or
any Lender (whether matured or unmatured, and whether now existing or hereafter
incurred or created hereunder or otherwise), each Borrower hereby grants
Administrative Agent and each Lender a security interest in and a lien upon all
funds, balances and other property of any kind of such Borrower, or in which
such Borrower has any interest (limited to the interest of such Borrower
therein), now or hereafter in the possession, custody or control of
Administrative Agent or such Lender or any Affiliate of Administrative Agent or
such Lender.

6.2. Right of Set-Off. Administrative Agent and each Lender are
hereby authorized at any time and from time to time during the existence of an
Event of Default hereunder (unless expressly prohibited by applicable law) to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) and other indebtedness at any time held or owing by
Administrative Agent or any Lender (or any of their Affiliates) to or for the
credit or the account of any Borrower

against any and all of the indebtedness and monetary obligations of any Borrower
now or hereafter existing under the Loan Documents or any other evidence of
indebtedness originated, acquired or otherwise held by Administrative Agent or
any Lender, irrespective of whether Administrative Agent or such Lender shall
have made any demand under the Loan Documents or other indebtedness and although
such obligations may be unmatured. Administrative Agent or such Lender agrees to
notify Borrowers within a commercially reasonable time after any such set-off
and application made by Administrative Agent or such Lender; provided, however,
that the failure to give such notice shall not in any way affect the validity of
such set-off and application.

6.3. Additional Rights. The rights of Administrative Agent and each
Lender under this Article 6 are in addition to the other rights and remedies
(including other rights of set-off) that Administrative Agent and Lenders may
have by contract, at law, or otherwise.

ARTICLE 7: DEFAULT AND REMEDIES

7.1. Events of Default. Each of the following events separately
constitutes an independent Event of Default hereunder:

7.1.1. Payment Obligations. If any payment of principal,
interest, fees, expenses, indemnities or other sums payable to Administrative
Agent or any Lender under any Loan Document (including under any Note) is not
received by Administrative Agent in immediately available funds on the date such
payment is due and payable and such failure to receive payment in immediately
available funds continues for a period of five (5) Business Days after the due
date therefor.

7.1.2. Representations and Warranties. If any representation,
warranty or other statement made in any Loan Document, or in any written report,
schedule, exhibit, certificate, agreement, or other document given by or on
behalf of any Borrower or any other Obligor (or otherwise furnished in
connection herewith) when made was misleading or incorrect in any material
respect.

7.1.3. Financial Covenants. If Borrowers default in or fail to
observe at any time any of the covenants set forth in Section 4.1.

7.1.4. Other Covenants in Loan Documents. If any Borrower or
any other Obligor defaults in the full and timely performance when due of any
other covenant or agreement contained in any Loan Document (or in any other
document or agreement now or hereafter executed or delivered in connection
herewith), and (other than with respect to Section 4.19) such default remains
uncured for a period of ten (10) Business Days after the earlier of the date
that Administrative Agent or any Lender notifies any Borrower thereof or the
date that any Borrower otherwise acquires knowledge thereof. Notwithstanding the
foregoing, if such covenant Default is not reasonably subject to cure within
such 10 Business Day period, then such Default will not constitute an Event of
Default under this Section 7.1.4 if and so long as (a) Administrative Agent was
notified of the occurrence of such Default in writing within such 10 Business
Day period, and (b) Borrowers (or such other Obligor) commenced cure within such
10 Business Day period, and (c) Borrowers (or such other Obligor)

continue to diligently pursue cure thereafter, and (d) such Default is
ultimately cured to Administrative Agent's satisfaction (or waived by
Administrative Agent in writing in accordance with Section 10.3) within a
reasonable period of time after such 10 Business Day period (but in any event
within 60 calendar days after the occurrence of such Default).

7.1.5. Default Under Other Agreements with Administrative
Agent or Lenders. If any event of default (as described or defined therein,
which term shall include any notice and cure periods provided therein) occurs or
exists under the provisions of any other credit agreement, security agreement,
mortgage, deed of trust, indenture, debenture, or other agreement relating to
indebtedness in excess of $50,000 by any Borrower in favor of Administrative
Agent or any Lender, unless such default is waived by Administrative Agent or
such Lender or cured to Administrative Agent's or such Lender's satisfaction.

7.1.6. Default Under Material Agreements with Other Parties.
(a) If any Borrower or Guarantor fails or refuses to make any required payment
(whether principal, interest or otherwise) with respect to any Funded Debt (or
with respect to any guaranty or reimbursement obligation of any such
indebtedness) with an aggregate exposure in excess of $2.5 million prior to the
expiration of any applicable grace period with respect to such payment, OR (b)
if any such indebtedness for borrowed money with an aggregate exposure in excess
of $2.5 million is accelerated prior to its express maturity as a result of any
default thereunder, OR (c) if any event of default (as described or defined
therein, which term shall include any notice and cure periods provided therein)
occurs or exists under the provisions of any other contract the loss or breach
of which could reasonably be expected to have or cause a Material Adverse
Effect. Notwithstanding the foregoing, the occurrence of such an event of
default thereunder will not constitute an Event of Default under this Section
7.1.6 if and so long as either:

(1) (i) Administrative Agent was notified of the
occurrence of such event of default in writing within 10
Business Days after the occurrence thereof, and (ii) the other
Person to such agreement has not formally declared an event of
default thereunder, has not accelerated any related
indebtedness in connection therewith, and is not then
otherwise pursuing any remedies thereunder, and (iii)
Borrowers continue to diligently pursue resolving such dispute
with such Person, and (iv) such event of default is ultimately
cured (without any Borrower incurring any material liability)
to Administrative Agent's satisfaction within a reasonable
period of time after such 10 Business Day period (but in any
event within 60 calendar days after the occurrence of such
Default), or

(2) Within 30 calendar days after the occurrence of
such event of default, the services or products provided under
such Material Contract are replaced by such Borrower with
substantially comparable services or products under a new
contract with another Person (without any Borrower incurring
any material liability) that is in form and substance
acceptable to Administrative Agent.

7.1.7. Security Interest. If the security interest or lien in
any of the Collateral (with a fair market value exceeding collectively
$250,000), other than Collateral consisting of equity ownership interest in
Borrowers (other than equity of Talk Holding or Access One that is encumbered

in favor of AoL pursuant to the AoL Investment Agreements) or in subsidiaries or
other securities of Borrowers (for which there is no permissible threshold for
non-compliance), at any time does not constitute a legal, valid and enforceable
security interest or lien in favor of Administrative Agent. Notwithstanding the
foregoing, the occurrence of such an event involving Collateral (other than
Collateral consisting of equity ownership interests or other securities) with a
fair market value of less than $500,000 will not constitute an Event of Default
under this Section 7.1.7 if and so long as (a) Administrative Agent was notified
of such Default in writing within 10 Business Days after the occurrence thereof,
and (b) such Lien is subsequently created and/or perfected to Administrative
Agent's satisfaction (and without in any way adversely affecting Administrative
Agent's or any Lender's rights in or to such Collateral) within 30 calendar days
after such event occurs.

7.1.8. Change of Control.

a. If ▇▇▇▇.▇▇▇ Inc. at any time ceases to own and
control 100% of each class of securities of both Talk Holding, Access One and
Tel-Save Holdings of Virginia, Inc.

b. If each Borrower (other than Talk Holding, Access
One and Tel-Save Holdings of Virginia, Inc.) ceases to be owned and controlled
100% by another Borrower or by ▇▇▇▇.▇▇▇ INC., except that up to 0.238% of the
shares of common stock of The Other Phone Company may be owned by a Person other
than a Borrower.

c. If any "Change of Control" occurs with respect to
▇▇▇▇.▇▇▇ INC., which term shall be defined to mean that (i) any "person" or
"group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act) of shares representing more than 50% of the combined voting
power of the then-outstanding securities entitled to vote generally in elections
of directors of ▇▇▇▇.▇▇▇ INC. ("Voting Stock"), AND/OR (ii) ▇▇▇▇.▇▇▇ INC.
consolidates with or merges into any other corporation, or any other person
merges into ▇▇▇▇.▇▇▇ INC., unless the stockholders of ▇▇▇▇.▇▇▇ INC. immediately
before such transaction own (directly or indirectly) immediately following such
transaction at least a majority of the combined voting power of the outstanding
voting securities of the corporation resulting from such transaction in
substantially the same proportion as their ownership of the Voting Stock
immediately before such transaction, AND/OR (iii) ▇▇▇▇.▇▇▇ INC. conveys,
transfers or leases all or substantially all of its assets to any person (other
than to one or more wholly-owned subsidiaries of ▇▇▇▇.▇▇▇ INC. that are either
Borrowers or other Guarantors), AND/OR (iv) the "Continuing Directors" (as
defined in the next sentence) at any time do not constitute a majority of the
board of directors of ▇▇▇▇.▇▇▇ INC. (or, if applicable, a successor corporation
to ▇▇▇▇.▇▇▇ INC.). For purposes of Clause "(iv)" of the preceding sentence, a
"Continuing Director" as of any date of determination is any member of the board
of directors of ▇▇▇▇.▇▇▇ INC. who (a) was a member of such board of directors on
the date hereof or (b) was nominated for election or elected to such board of
directors with the approval of a majority of the Continuing Directors who were
members of such board of directors at the time of such nomination or election.

7.1.9. Government Action. If any governmental regulatory
authority or judicial body makes any final non-appealable determination that
could reasonably be expected to have or cause a Material Adverse Effect.

7.1.10. Insolvency. If any Borrower (a) becomes insolvent,
bankrupt or generally fails to pay its debts as such debts become due; or (b) is
adjudicated insolvent or bankrupt in any proceeding; or (c) admits in writing an
inability to pay its debts; or (d) comes under the authority of a custodian,
receiver or trustee (or one is appointed for substantially all of its, his or
her property); or (e) makes an assignment for the benefit of creditors; or (f)
has commenced against it any proceedings under any law related to bankruptcy,
insolvency, liquidation, dissolution or the reorganization, readjustment or
release of debtors that is either not contested or if contested is not dismissed
or stayed within 60 calendar days after the commencement thereof; or (g)
commences or institutes any proceedings under any law related to bankruptcy,
insolvency, liquidation, dissolution or the reorganization, readjustment or
release of debtors; or (h) calls a meeting of creditors with a view to arranging
a composition or adjustment of debt; or (i) by any act or failure to act that
indicates consent to, approval of or acquiescence in any of the foregoing.

7.1.11. Additional Liabilities. If any judgment, writ,
warrant, attachment or execution or similar process that calls for payment or
presents liability in excess of $2.5 million is rendered, issued or levied
against any Borrower or any of its properties or assets and such liability is
not paid, waived, stayed, vacated, discharged, settled, satisfied or fully
bonded within 30 calendar days after it is rendered, issued or levied.

7.1.12. Reserved.

7.1.13. FCC and Other Regulatory-Action Defaults. If any
Official Body terminates, revokes, suspends, modifies, limits or fails to renew
any Authorization of any Borrower and such action could reasonably be expected
to have or cause a Material Adverse Effect.

7.1.14. Loss or Revocation of Guaranty. If ▇▇▇▇.▇▇▇ INC. or
any other Guarantor at any time revokes (or attempts to revoke) its Guaranty or
its continuing obligations thereunder, or if ▇▇▇▇.▇▇▇ INC. or any other
Guarantor at any time -- becomes insolvent or bankrupt as described in Section
7.1.10, or if any Guaranty at any time does not constitute a ------ -- legal,
valid, binding and enforceable obligation of such Guarantor.

7.2. Remedies.

7.2.1. Acceleration, Termination and Pursuit of Collateral.
At any time during the existence of any Event of Default, at the election of
Required Lenders but with notice thereof to a Borrower (unless an Event of
Default described in Section 7.1.10 has occurred, in which case acceleration
will occur automatically with respect to the entire indebtedness and without any
notice), then Lenders (a) may terminate any or all Commitments and/or
Facilities, and/or (b) may accelerate any Maturity Date, and/or (c) may declare
all or any portion of the indebtedness of any or all Borrowers to Lenders
(hereunder or otherwise, and including all principal, interest, fees, expenses
and indemnities hereunder) to be immediately due and payable. At any time during
the existence of any Event of Default, Lenders and Administrative Agent will
also have the immediate right to enforce and realize upon any collateral
security granted under any Loan Document in any manner or order that Required
Lenders or Administrative Agent (at the direction of Required Lenders) deems
expedient without regard to any equitable principles of marshaling or otherwise.

7.2.2. Mandatory Partial Prepayments. Without in any way limiting or
otherwise restricting the availability of any other remedy available under the
Loan Documents or under applicable law, and regardless of whether or not the
indebtedness under the Loan Documents has been accelerated, upon the occurrence
and during the continuance of any Event of Default (unless Lenders otherwise
consent), Borrowers from time to time as and when required under Sections
1.1.6.5 and 1.2.6.5 shall make all prepayments required under such Sections.

7.2.3. Other Remedies. In addition to the rights and remedies
expressly granted in the Loan Documents, each Lender and Administrative Agent
also will have all other legal and equitable rights and remedies granted by or
available under all applicable law (including the "self help" and other rights
of a secured party under the UCC), and all rights and remedies will be
cumulative in nature.

7.2.4. Special Regulatory-Related Remedies.

a. Each Borrower and Administrative Agent hereby acknowledge
their intent that, during the existence of an Event of Default, to the fullest
extent permitted by applicable law and governmental policy (including the rules,
regulations and policies of the FCC and each State PUC), Administrative Agent
will have all rights necessary or desirable to obtain, use and/or sell the
assets and operations of each Borrower and the other Collateral, and to exercise
all remedies available to Administrative Agent and each Lender under the Loan
Documents, the UCC or other applicable law. Each Borrower and Administrative
Agent agree that, if any applicable law or governmental policy changes
subsequent to the date hereof that affects in any manner Administrative Agent's
rights of access to, or use or sale of, any Borrower's assets or other
Collateral (including Authorizations) or the procedures necessary to enable
Administrative Agent to obtain such rights of access, use or sale during an
Event of Default, then Administrative Agent and each Borrower will amend the
Loan Documents (in such manner as Administrative Agent reasonably requests) in
order to provide Administrative Agent with all such rights to the greatest
extent possible consistent with then-applicable law and governmental policy.

b. Each Borrower hereby agrees (during the existence of a
Default) to take any actions that Administrative Agent may reasonably request in
order to enable Administrative Agent to receive the full rights and benefits
granted to Administrative Agent and each Lender by the Loan Documents. Without
limiting the generality of the foregoing, at any time during the existence of an
Event of Default, at the cost and expense of Borrowers (jointly and severally),
each Borrower will use its best efforts to assist and cooperate in obtaining all
approvals (including all FCC and State PUC approvals) which are then required by
applicable law or contract for or in connection with any action or transaction
contemplated by the Loan Documents or the UCC. Each Borrower further agrees,
upon Administrative Agent's request and at the expense of Borrowers (jointly and
severally), at any time during the existence of an Event of Default, to prepare,
sign, file and diligently prosecute (and to use its best efforts to cause the
preparation, execution, filing and diligent prosecution by others) with the FCC
the assignor's or transferor's portion of any applications for consent to the
assignment of Authorizations or transfer of control thereof necessary or
appropriate under the rules of each Official Body for approval of any sale or
transfer of any Collateral or any Authorization pursuant to the exercise of
Administrative Agent's and Lenders' remedies under the Loan Documents. Each
Borrower further agrees that, during the existence of a Default, each Borrower
will assist and

cooperate with Administrative Agent and each Lender (and will use its best
efforts to cause others to assist and cooperate with Administrative Agent and
each Lender) to ensure that each Borrower continues (a) to operate in the normal
course of business, and (b) to fulfill all of its legal, regulatory and
contractual obligations, and (c) to otherwise be properly and professionally
managed. At Administrative Agent's request and the expense of Borrowers (jointly
and severally), at any time during the existence of an Event of Default, such
assistance and cooperation may include the employment of (and, to the maximum
extent not prohibited by the rules, regulations and orders of the FCC,
delegation of appropriate management authority to) one or more qualified and
independent consultants and professional managers acceptable to Administrative
Agent to assist in the interim operations of Borrowers; all of which each
Borrower hereby agrees not to challenge. Each Borrower further consents to (and
agrees that it will not challenge), at any time during the existence of an Event
of Default, the transfer of control or assignment of Authorizations and other
assets to a receiver, trustee, transferee, or similar official or to any
purchaser of the Collateral pursuant to any public or private sale, judicial
sale, foreclosure or exercise of other remedies available to Administrative
Agent or any Lender as permitted by applicable law.

c. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY
LOAN DOCUMENT, neither Administrative Agent nor any Lender nor any Borrower will
take any action pursuant to the Loan Documents that would constitute or result
in any assignment of an Authorization or any transfer of control of any Borrower
if such assignment of Authorization or transfer of control would require under
then existing law (including the written rules and regulations promulgated by
the FCC) the prior approval of the FCC or any State PUC, unless such approval
has been obtained (as applicable) from such State PUC (to the extent failure to
obtain such approval by Administrative Agent could reasonably be expected to
have or cause a Material Adverse Effect) or from the FCC. Without limiting the
generality of the foregoing, Administrative Agent and each Lender each
specifically agrees that (a) voting rights with respect to the pledged equity
interests of each Borrower will remain with the holders of such voting rights
during the existence of an Event of Default unless and until any required prior
approvals to the transfer of such voting rights have been obtained (as
applicable) from such State PUC (to the extent failure to obtain such approval
by Administrative Agent could reasonably be expected to have or cause a Material
Adverse Effect) or from the FCC, and (b) during the existence of any Event of
Default and foreclosure upon the Collateral by Administrative Agent, there will
be either a private or public sale of the Collateral, and (c) prior to the
exercise of voting rights by the purchaser at any such sale, any consent of any
State PUC or the FCC required pursuant to any State Communications Act (to the
extent failure to obtain such consent could reasonably be expected to have or
cause a Material Adverse Effect) or the Federal Communications Act
(respectively) will be obtained.

ARTICLE 8: ADMINISTRATIVE AGENT AND RELATIONSHIP AMONG LENDERS

8.1. Appointment, Authorization and Grant of Authority. Each Lender
hereby irrevocably designates and appoints MCG as the Administrative Agent of
such Lender to act as specified in this Agreement and the other Loan Documents,
and each such Lender hereby irrevocably authorizes MCG (in its capacity as
Administrative Agent) to take actions on behalf of such Lender, to exercise such
powers and to perform such other duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with all such other powers and

authority as are reasonably incidental thereto. Without limiting the generality
of the foregoing, the Administrative Agent (on behalf of each Lender) is
authorized (a) to execute each Loan Document (other than this Agreement, but
including, without limitation, all financing statements, continuation statements
and other collateral agreements and documents) for and on behalf of each Lender,
and (b) to accept each Loan Document and all other agreements, documents,
instruments, certificates and opinions reasonably required to implement the
intent of the parties to this Agreement, and (c) to file and record all
financing statements, continuation statements and other collateral agreements
and documents, and (d) to receive and deliver communications and notifications
to Lenders and to Borrowers, and (e) to receive and distribute payments and
Advances between Lenders and Borrowers. The duties and responsibilities of the
Administrative Agent shall be ministerial and administrative in nature.
Notwithstanding any provision to the contrary in any Loan Document, the
Administrative Agent (a) shall not have any duties or responsibilities other
than those expressly set forth in the Loan Documents (which duties and
responsibilities shall be subject to the limitations and qualifications set
forth in this Article), and (b) shall not have any fiduciary relationship with
any Lender; and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into the Loan Documents or otherwise
exist against the Administrative Agent.

8.2. Acceptance of Appointment. MCG hereby accepts such appointment
and agrees to act as such Administrative Agent upon the express terms and
conditions (but subject to the limitations and qualifications) set forth in this
Article.

8.3. Administrative Agent's Relationship with Borrowers. The
provisions of this Article are solely for the benefit of the Administrative
Agent and Lenders, and no Borrower shall have any rights as a third party
beneficiary (or otherwise) under this Article. In performing its functions and
duties under the Loan Documents, the Administrative Agent shall act solely as an
agent of the Lenders, and the Administrative Agent does not assume (and shall
not be deemed to have assumed) any obligation or relationship of agency or trust
with or for any Borrower.

8.4. Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges and agrees (a) that the Administrative Agent (and
its directors, officers, employees, agents, attorneys-in-fact and Affiliates)
have not made any representations or warranties to such Lender and (b) that no
act by the Administrative Agent hereinafter taken (including, without
limitation, any review of the affairs of any Borrower or other Obligor) shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent that it
(independently and without any reliance upon the Administrative Agent or any
other Lender, and based upon such documents and information as it has deemed
necessary or appropriate) has made its own appraisal, investigation and credit
analysis of the business, assets, operations, properties, financial and other
condition, prospects and creditworthiness of each Borrower and each other
Obligor and has made its own decision to make its Loans hereunder and to enter
into this Agreement. Each Lender also covenants and represents that it
(independently and without any reliance upon the Administrative Agent or any
other Lender, and based upon such documents and information as it shall deem
necessary or appropriate) will continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and will continue to make such investigations as it deems necessary or
appropriate to inform itself as to the business, assets, operations, properties,
financial and other condition, prospects and creditworthiness of each Borrower
and each other Obligor. Except as otherwise expressly provided in the Loan

Documents, the Administrative Agent shall not have any duty or responsibility
(a) to keep any Lender informed as to the performance or observance by any
Borrower or any other Obligor of its obligations under the Loan Documents, or
(b) to inspect the books or properties of any Borrower or any other Obligor, or
(c) to provide any Lender with any credit or other information concerning the
business, operations, assets, properties, financial and other condition,
prospects or creditworthiness of any Borrower or any other Obligor which may
come into the possession of the Administrative Agent (or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates). The
Administrative Agent will make reasonable efforts to furnish to the Lenders
material information concerning Borrowers of which the Administrative Agent has
actual knowledge; however, in the absence of gross negligence, willful
misconduct or fraud, the Administrative Agent shall not be liable to any Lender
for any failure to relay or furnish to such Lender any such information.

8.5. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely and act (and shall be fully protected in relying and
acting) upon any note, writing, resolution, instrument, report, notice, consent,
certificate, affidavit, letter, request, electronic transmission or any other
message, statement, instruction, notice, order or other writing, conversation or
communication believed by Administrative Agent in good faith to be genuine and
correct and to have been signed, sent or made by the proper Person. The
Administrative Agent shall not be bound to ascertain or inquire as to the
satisfaction, performance or observance of any of the terms, provisions,
covenants or conditions of or the accuracy of any statements or representations
in any Loan Document by any Borrower or any other Obligor. The Administrative
Agent may deem and treat the stated payee of any Note as the holder thereof for
all purposes under the Loan Documents unless and until Administrative Agent has
received and accepted an assignment and assumption agreement relating thereto in
form and substance acceptable to the Administrative Agent.

8.6. Delegation of Duties; Additional Reliance by Administrative
Agent. The Administrative Agent may consult with, employ and perform any of its
duties under the Loan Documents by or through agents, attorneys-in-fact, legal
counsel, independent public accountants and other experts. The Administrative
Agent shall not be responsible for the negligence or misconduct of any such
Persons selected by Administrative Agent with reasonable care, and the
Administrative Agent shall be fully protected in any action or inaction taken by
it in good faith in reliance upon or in accordance with the advice or statements
of legal counsel (including, without limitation, counsel to Borrowers),
independent accountants and other experts selected by Administrative Agent.

8.7. Acting on Instructions of Lenders. The Administrative Agent
shall be entitled to act or refrain from acting (and shall be fully protected in
acting or refraining from acting) under the Loan Documents in accordance with a
written request of or written instructions from the Required Lenders. The
Administrative Agent shall also be entitled to refrain from acting (and shall be
fully protected in refraining from acting) under the Loan Documents unless
Administrative Agent first (a) receives such advice or concurrence of the
Required Lenders as Administrative Agent deems appropriate or (b) is indemnified
to its satisfaction by the Lenders against any and all liability and expense
which it may incur by reason of taking or continuing to take any such action.
Except as otherwise expressly stated in the Loan Documents, any requests or
instructions by the Required Lenders (and any action or inaction by
Administrative Agent pursuant thereto) shall be binding upon all the Lenders.

8.8. Actions Upon Occurrence of Default or Event of Default. Each
Lender will use its best efforts to notify the Administrative Agent immediately
in writing upon becoming aware of the occurrence of any Default or Event of
Default. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or a Borrower referring
to this Agreement, describing such Default or Event of Default, and stating that
such notice is a "notice of default". If the Administrative Agent receives any
such notice of default, then the Administrative Agent shall use its best efforts
to give notice thereof to each Lender as soon as reasonably practical. Upon the
occurrence of any Default or Event of Default, the Lenders shall promptly
consult with one another in an attempt to agree upon a mutually acceptable
course of conduct. In the absence of unanimous agreement among the Lenders as to
the appropriate course of conduct, the Administrative Agent shall exercise
rights and take such other action on behalf of all Lenders with respect to such
Default or Event of Default as directed by the Required Lenders. Unless and
until the Administrative Agent shall have received such directions from the
Lenders (or, as applicable, the Required Lenders), the Administrative Agent may
take (but shall not be obligated to take) such action (or may refrain from
taking such action) with respect to such Default or Event of Default as
Administrative Agent shall deem advisable in the best interest of the Lenders.

8.9. Administrative Agent's Rights as Lender in Individual
Capacity. The Administrative Agent (and its Affiliates) may make loans to, may
have cash management agreements with, may accept deposits from, may issue
letters of credit on behalf of, and may otherwise generally engage (and continue
to engage) in any kind of business with any Borrower or other Obligor as though
the Administrative Agent were not the Administrative Agent under the Loan
Documents. With respect to any Loans made by Administrative Agent as a Lender
hereunder and all obligations owing to it as a Lender under the Loan Documents,
the Administrative Agent shall have the same rights, powers duties and
obligations under the Loan Documents as any other Lender and may exercise such
rights, powers, duties and obligations as though it were not the Administrative
Agent hereunder. To the extent that the Administrative Agent is a Lender
hereunder, the terms "Lender", "Lenders" and "Required Lenders" shall include
the Administrative Agent in its individual capacity.

8.10. Advances By Administrative Agent. Unless the Administrative
Agent has been notified in writing by a Lender prior to the Settlement Date for
any Advance or Loan that such Lender will not make the amount constituting its
Pro Rata share of such Advance or Loan available to the Administrative Agent on
or prior to such applicable Settlement Date, then the Administrative Agent may
assume (but shall not be required to assume) that such Lender will make such
amount available to the Administrative Agent in immediately available funds on
or before such Settlement Date, and in reliance upon such assumption, the
Administrative Agent may make available to Borrowers a corresponding amount on
behalf of such Lender. If the amount of such Pro Rata share is not made
available to the Administrative Agent in immediately available funds by a Lender
until after the applicable Settlement Date, then such Lender shall pay to the
Administrative Agent on demand and in immediately available funds an amount
equal to the result of the following equation (which shall be in addition to the
amount of such Lender's Pro Rata share of such Advance or Loan): the product of
(a) the average (computed for the period determined under clause (c) below) of
the weighted average interest rate for Federal Funds as determined by the
Administrative Agent during each day included in such period, multiplied by
(b) the amount of such Lender's Pro Rata share of such Advance or Loan,
multiplied by (c) a fraction (i) the numerator of which is the number of days
that elapsed from and

including such Settlement Date to and including the date on which such Lender's
Pro Rata share of such Advance or Loan is actually received by the
Administrative Agent in immediately available funds and (ii) the denominator of
which is 360. A statement from the Administrative Agent submitted to any Lender
with respect to any amounts owing under this Section shall be conclusive (absent
manifest error) as to the amount owed to the Administrative Agent by such
Lender. If such Lender's Pro Rata share is not actually received by the
Administrative Agent in immediately available funds within three (3) Business
Days after the applicable Settlement Date for such Advance or Loan, then the
Administrative Agent shall be entitled to recover from such Lender, on demand,
the amount of such Pro Rata share with interest thereon for the entire such
period since such Settlement Date at the highest interest rate per annum then
applicable under the Facilities.

8.11. Payments to Lenders. Promptly after receipt in immediately
available funds from Borrowers of any payment of principal, interest or any fees
or other amounts due to any Lender under the Loan Documents, the Administrative
Agent shall distribute to each Lender that Lender's Pro Rata share of such funds
so received.

8.12. Pro-Rata Sharing of Setoff Proceeds. Any sums obtained by the
Administrative Agent or any Lender from any Borrower or other Obligor by reason
of any exercise of a right of setoff or banker's lien shall be shared Pro Rata
among Lenders. Notwithstanding the foregoing, neither the Administrative Agent
nor any Lender shall be required to so share with any other Lender collections
from any Borrower or other Obligor specifically relating to (or the proceeds of
any item of collateral that is not subject to the Loan Documents) any other
indebtedness (i.e. other than indebtedness under the Loan Documents) of such
Borrower or other Obligor to the Administrative Agent or such Lender.

8.13. Limitation on Liability of Administrative Agent. The
Administrative Agent (and its directors, officers, employees, agents,
attorneys-in-fact and Affiliates) shall not be liable to any Lender for any
action taken or inaction by Administrative Agent or such Person under or in
connection with any Loan Document, except to the extent of foreseeable actual
loses resulting directly and exclusively from Administrative Agent's own gross
negligence, willful misconduct or fraud. Without limiting the generality of the
foregoing, the Administrative Agent (and its directors, officers, employees,
agents, attorneys-in-fact and Affiliates) shall not be liable, responsible or
have any duty with respect to any of the following: (a) the genuineness,
execution, authorization, validity, effectiveness, enforceability,
collectibility, value or sufficiency of any Loan Document, or (b) the
collectibility of any amount owed by any Obligor to any Lender, or (c) the
accuracy, completeness or truthfulness of any recital, statement, representation
or warranty made to the Administrative Agent or to any Lender in connection with
any Loan Document or other certificate, affidavit, report, opinion, financial
statement, document or instrument executed or furnished pursuant to or in
connection with any Loan Document, or (d) any failure of any Person to receive
any notice or communication due such Person under any Loan Document or
applicable law, or (e) the assets, liabilities, financial condition, results of
operations, business, prospects or creditworthiness of any Borrower or any other
Obligor, or (f) ascertaining or inquiring into the satisfaction, observance or
performance of any condition, covenant or agreement in any Loan Document
(including, without limitation, the use of proceeds by any Borrower), or (g) the
inspection of any books, records or properties of any Obligor, or (h) the
existence or possible existence of any Default or Event of Default.

8.14. Indemnification. To the extent that Borrowers do not actually
reimburse, indemnify or hold harmless Administrative Agent (in accordance with
Section 10.1 hereof), then each Lender hereby agrees on a Pro Rata basis to
indemnify and hold harmless the Administrative Agent (and its directors,
officers, employees, agents, attorneys-in-fact and Affiliates) from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind
whatsoever that at any time (including, without limitation, at any time
following the payment of the Obligations of Borrowers hereunder) may be imposed
upon, incurred by or asserted against the Administrative Agent (or its
directors, officers, employees, agents, attorneys-in-fact or Affiliates) in its
capacity as such in any way relating to or arising out of any Loan Document, or
the transactions contemplated hereby or any action or inaction taken by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable to the Administrative Agent (or its directors,
officers, employees, agents, attorneys-in-fact or Affiliates) for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting directly
and exclusively from the gross negligence, willful misconduct or fraud of the
Administrative Agent. If any indemnity furnished to the Administrative Agent (or
its directors, officers, employees, agents, attorneys-in-fact or Affiliates) for
any purpose (in the opinion of the Administrative Agent) shall be insufficient
or become impaired, then the Administrative Agent may require additional
indemnity and cease (or not commence) to do the acts indemnified against until
such additional indemnity is furnished to the satisfaction of the Administrative
Agent. The agreement in this Section shall survive the payment of all Advances,
Loans, fees and other Obligations of each Borrower arising hereunder.

8.15. Resignation; Successor Administrative Agent. The
Administrative Agent at any time may resign as the Administrative Agent under
the Loan Documents by giving the Lenders and Borrowers written notice thereof at
least 10 Business Days prior to the effective date of such resignation. During
such notice period, the Required Lenders shall appoint (from among the Lenders)
a successor Administrative Agent for the Lenders, subject to the consent of each
Lender (such approval or consent, as the case may be, not to be unreasonably
withheld, delayed or conditioned) and concurrent notice to the Borrowers. Upon
acceptance of such appointment by such successor agent, (a) such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and
(b) the term "Administrative Agent" shall include such successor agent effective
upon its appointment, and (c) the resigning Administrative Agent's rights,
powers and duties as the Administrative Agent shall be terminated, all without
any other or further act or deed on the part of such former Administrative Agent
or any of the parties to the Loan Documents. Notwithstanding the foregoing,
after the effectiveness of the resigning Administrative Agent's resignation
hereunder as the Administrative Agent, the provisions of this Article shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under the Loan Documents.

ARTICLE 9: DEFINITIONS AND RULES OF CONSTRUCTION

9.1. Definitions. When used in this Agreement, the following terms
shall have the respective meanings set forth below:

9.1.1. "Access One Merger" means the acquisition transaction
evidenced by that certain Agreement and Plan of Merger dated effective as of
March 24, 2000, as amended, among ▇▇▇▇.▇▇▇ Inc., Aladdin Acquisition Corp. and
Access One.

9.1.2. "Account" means, at any relevant time, the designated
or principal deposit account of Borrowers at Administrative Agent for purposes
of effecting transactions hereunder.

9.1.3. "Adjusted LIBO Rate" means the rate per annum (rounded
upwards, if necessary, to the next 1/100th of 1%) determined by Administrative
Agent pursuant to the following formula:

Adjusted LIBO Rate = LIBO Rate
----------------------
1 - Reserve Percentage

For purposes of this calculation, "LIBO Rate" means the London Interbank Offered
Rate per annum (determined by Administrative Agent) two (2) Business Days prior
to the first day of any Interest Period for which the Adjusted LIBO Rate is
applicable as published by Reuters Monitor Money Rate Service and displayed on
the LIBO page as the "Libo Rate" (or, if Reuters is not available, then as
published by Bloomberg or Dow ▇▇▇▇▇-Telerate and displayed on page 3750 as the
BBA LIBOR) (or, in any such instance, as published by such other service or
displayed on such other page as may replace such service or page for the purpose
of displaying rates or prices comparable to the designated rate) for the
offering of dollar deposits by leading banks in the London interbank market for
a period of approximately 3 months and in an amount approximately equal to the
amount outstanding hereunder to which such LIBO Rate will be applicable. If more
than one such rate is displayed on such page or its replacement, then the LIBO
Rate will be the arithmetic mean of such displayed rates. If the first day of
the applicable Interest Period is not a Business Day, then the applicable LIBO
Rate will be the rate in effect on the immediately preceding Business Day. For
purposes of this calculation, "Reserve Percentage" means that percentage
(expressed as a decimal) prescribed by the FRB (or any other governmental or
administrative agency or funding source to which Administrative Agent is
subject) for determining the reserve requirements (including any basic,
supplemental, marginal or emergency reserves) for deposits of U.S. Dollars with
maturities of comparable duration in a non-U.S. or an international banking
office.

9.1.4. "Administrative Agent" means MCG Finance Corporation or
any successor, assignee, pledgee or other transferee of Administrative Agent.

9.1.5. "Advance" means any advance of funds under any
Facility.

9.1.6. "Advance Request" has the meaning set forth in Section
1.4.1.

9.1.7. "Affiliate" of any Person or entity means (a) any
Person directly or indirectly owning, controlling or holding 5% or more of the
outstanding beneficial interest in such person or entity, or (b) any Person as
to which such other Person or entity directly or indirectly owns, controls or
holds 5% or more of the outstanding beneficial interest, or (c) any Person
directly or indirectly controlling, controlled by, or under common control with
such other person or entity, or (d) any officer, director, partner or member of
such Person, but such term does not include Administrative Agent or any Lender.

9.1.8. "Agreement" means this Credit Facility Agreement and
all the exhibits and schedules hereto, all as may be amended and otherwise
modified from time to time hereafter.

9.1.9. "AoL" means America Online, Inc., and its successors
and assigns under the AoL Investment Agreements.

9.1.10. "AoL Investment Agreements" means that certain
Investment Agreement by and between ▇▇▇-▇▇▇▇.▇▇▇, Inc. (n/k/a ▇▇▇▇.▇▇▇ Inc.) and
AoL dated as of December 31, 1998, together will all security agreements, pledge
agreements, and other agreements and documents related thereto, each as may be
amended and modified from time to time.

9.1.11. "Authorized Officer" means any officer, employee or
representative of such organization who is expressly designated as such or is
otherwise authorized to borrow funds hereunder or, as appropriate, to sign loan
documents and/or deliver certificates on behalf of such organization pursuant to
the provisions of such organization's most recent resolution on file with
Administrative Agent.

9.1.12. "Authorization" means any License or other
governmental permit, certificate and/or approval issued by any Official Body.

9.1.13. "Available Credit Portion" means that portion of the
Line of Credit Commitment that is generally available in the ordinary course for
borrowing at any time under the Line of Credit Facility, as such amount is
determined in accordance with Section 1.3.

9.1.14. "Average Monthly Revenue" means, at the time of
measurement and for the relevant period, the sum of the following: (a) Bundled
Services Revenue during the relevant fiscal quarter divided by 3, plus (b) LD
Only Services Revenue during the relevant fiscal quarter divided by 3.

9.1.15. "Borrower" means, individually and collectively, the
following:

a. ▇▇▇▇.▇▇▇ Holding Corp., a Pennsylvania
corporation, having its principal and chief
executive office at the address specified in
the Notice Section hereof, or any successor
or authorized assignee thereof, and

b. Access One Communications Corp., a New
Jersey corporation, having its principal and
chief executive office at the address
specified in the Notice Section hereof, or
any successor or authorized assignee
thereof, and

c. The Other Phone Company, Inc., a Florida
corporation, having its principal and chief
executive office at the address specified in
the Notice Section hereof, or any successor
or authorized assignee thereof, and

d. OmniCall, Inc., a South Carolina
corporation, having its principal and chief
executive office at the address specified in
the Notice Section hereof, or any successor
or authorized assignee thereof, and

e. Tel-Save Holdings of Virginia, Inc., a
Virginia corporation, having its principal
and chief executive office at the address
specified in the Notice Section hereof, or
any successor or authorized assignee
thereof, and

f. Any other entity subsequently added hereto
as a Borrower hereunder, or any successor or
authorized assignee thereof.

9.1.16. "Bundled Services Revenue" means, at the time of
measurement and for the relevant period, Revenue derived exclusively from
Bundled Subscribers.

9.1.17. "Bundled Subscriber" means (a) a Subscriber who is a
Subscriber only of Borrowers' local telephone services or (b) a Subscriber who
is a Subscriber of both Borrowers' local telephone services and Borrowers' long
distance telephone services.

9.1.18. "Business Day" means any day that is not a Saturday,
a Sunday or a day on which banks under the laws of the Commonwealth of Virginia
(or, with respect to certain LIBO Rate matters, banks in London, England) are
authorized or required to be closed.

9.1.19. "Capital Expenditures" means expenditures (a) for any
fixed assets or improvements, replacements, substitutions or additions thereto
that have a useful life of more than one (1) year, including direct or indirect
acquisition of such assets or (b) for any Capital Leases.

9.1.20. "Capital Leases" means capital leases and subleases
as defined in the Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 13 dated November 1976 (as amended and updated from
time to time).

9.1.21. "Cash Equivalents" has the meaning set forth in
Section 5.7.

9.1.22. "Change of Control" has the meaning set forth in
Section 7.1.8.

9.1.23. "Closing Date" means the date on which all conditions
precedent to the effectiveness of this Agreement under Section 2.1 have been
satisfied or waived by Lenders.

9.1.24. "Code" means the Internal Revenue Code of 1986, as
amended.

9.1.25. "Collateral" means the collateral security committed
to Administrative Agent under the Collateral Security Documents executed by any
Borrower or any other Obligor in favor of Administrative Agent pursuant to this
Agreement from time to time and/or pursuant to all similar or related documents
and agreements from time to time, all as amended from time to time.

9.1.26. "Collateral Security Documents" means, individually
and collectively, (a) the Security Agreements and the financing statements filed
pursuant thereto, and (b) the Pledge and

Security Agreements, and (c) any additional documents guaranteeing indebtedness,
assuring performance of obligations, subordinating indebtedness, or granting
security or Collateral to Administrative Agent hereunder, all as amended from
time to time.

9.1.27. "Commitment" means any commitment for credit pursuant
to a Facility established hereunder.

9.1.28. "Commitment Percentage" means, with respect to each
Lender, that portion of the total Commitments as to which such Lender is
obligated.

9.1.29. "Cumulative OCF" means OCF (as defined herein) as
measured from January 1 of any given calendar year to the relevant date of
measurement during such calendar year.

9.1.30. "Default" means any event or circumstance that with
the giving of notice or the passage of time would constitute an Event of
Default. The term Default shall include any Event of Default arising therefrom.

9.1.31. "Dollar" or "$" means U.S. dollars.

9.1.32. "EBITDA" means, at the time of any determination, the
sum of the following items for Borrowers (on a consolidated basis) during the
relevant four consecutive fiscal quarter period:

a. Net income of Borrowers from continuing
operations (on a consolidated basis) during
such period -- i.e., - - excluding
extraordinary gains and income items and the
cumulative effect of accounting changes --
determined in accordance with GAAP, and ---

b. Plus Interest Expense of Borrowers during
such period, but subtract interest income
accrued during such period, and

c. Plus federal and state income taxes paid or
required to be paid by Borrowers during such
period, and

d. Plus depreciation permitted under GAAP for
Borrowers during such period, and

e. Plus amortization expense permitted under
GAAP for Borrowers during such period.

9.1.33. "Environmental Control Statutes" means all federal,
state and local laws, rules, ordinances and regulations (as implemented and as
interpreted) governing the control, removal, storage, transportation, spill,
release or discharge of hazardous or toxic wastes, substances and petroleum
products, including as provided in the provisions of (a) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendment and Reauthorization Act of 1986, and (b) the Solid Waste
Disposal Act, and (c) the Clean Water Act, and (d) the Clean Air Act, and (e)
the Hazardous Materials Transportation Act, and (f) the Resource

Conservation and Recovery Act of 1976, and (g) the Federal Water Pollution
Control Act Amendments of 1972, and (h) the rules, regulations and ordinances of
the EPA, and any departments of health services, regional water quality control
boards, state water resources control boards, and/or cities in which any of such
Borrower's assets are located.

9.1.34. "EPA" means the United States Environmental Protection
Agency or any other entity that succeeds to its responsibilities and powers.

9.1.35. "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and as implemented and interpreted.

9.1.36. "ERISA Affiliate" means any company, whether or not
incorporated, which is considered a single employer with Borrower under Titles
I, II and IV of ERISA.

9.1.37. "Event of Default" means each of the events described
in Section 7.1.

9.1.38. "Facility" means any credit facility established under
Article 1.

9.1.39. "FCC" means the Federal Communications Commission or
any other entity or agency that succeeds to its responsibilities and powers.

9.1.40. "Federal Communications Act" means the Communications
Act of 1934, as amended, and as implemented by the FCC and interpreted by the
FCC or any court of competent jurisdiction.

9.1.1. "Fixed Charges" means, at the time of any
determination, the sum of the following items (without duplication) for ▇▇▇▇.▇▇▇
INC. and its subsidiaries (on a consolidated basis, including Borrowers) during
the relevant four consecutive fiscal quarter period:

a. The amount of principal and other
non-Interest Expense contract payments paid
or required to be paid and mandatory
commitment reductions on Funded Debt (i.e.,
including the indebtedness - - under the
Loan Documents) during such period, and ---

b. Plus Interest Expense during such period,
and

c. Plus the amount of non-financed Capital
Expenditures during such period.

9.1.41. "FRB" means the Board of Governors of the Federal
Reserve System or any other entity or agency that succeeds to its
responsibilities and powers.

9.1.42. "Funded Debt" means, at the time of any determination,
the aggregate principal amount of indebtedness of ▇▇▇▇.▇▇▇ INC. and its
subsidiaries (on a consolidated basis, including Borrowers) for the following
(without duplication):

a. Borrowed money (including the indebtedness
under the Loan Documents, but not including
trade indebtedness permitted under Section
5.2.b), and

b. Installment purchases of real or personal
property, and

c. Subordinated Indebtedness, and

d. Capital Leases, and

e. Deferred purchase price in connection with
acquisitions, and

f. Reimbursement obligations under letters of
credit, and

g. Any indebtedness or contractual payment
obligation that is not paid within 60
calendar days of the due date therefor, and

h. Any indebtedness evidenced by a promissory
note, a debenture and/or an indenture, and

i. Guaranties of indebtedness and obligations
that would constitute Funded Debt hereunder
if the primary obligor thereof were a
Borrower, and

j. Indebtedness otherwise required to be
included as part of "Funded Debt" under
Section 5.2.

9.1.43. "GAAP" means generally accepted accounting principles
as set forth in the statements, opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, of
the Financial Accounting Standards Board and/or such other entity as
Administrative Agent may reasonably approve, all as applied on a consistent
basis as in effect from time to time.

9.1.44. "Gross Profit Margin" means gross profit margin under
and defined in accordance with GAAP.

9.1.45. "Guarantor" means ▇▇▇▇.▇▇▇ INC. and any other Person
subsequently added as a guarantor under the Loan ocuments, or any successor or
authorized assignee thereof.

9.1.46. "Guaranty" means the guaranty agreement executed by a
Guarantor, as such agreement may be amended and modified from time to time.

9.1.47. "Hazardous Materials" includes (a) any "hazardous
waste" as defined by the Resource Conservation and Recovery Act of 1976 (42
U.S.C. ss. 6901 et seq.), as amended from time to time, and regulations
promulgated thereunder; or (b) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. ss. 9601 et seq.), as amended from time to time, and regulations
promulgated thereunder; or (c) any other substance the use or presence of which
on, in, under or above any real property ever owned,

controlled or used by Borrower is similarly regulated or prohibited by any
federal, state or local law, rule, ordinance, regulation or decree of any court
or governmental authority as a hazardous material.

9.1.48. "Interest Expense" means, at the time of any
determination, the amount of interest and other finance charges of ▇▇▇▇.▇▇▇ INC.
and its subsidiaries (on a consolidated basis, including Borrowers) required to
be charged as an expense under GAAP during the relevant four consecutive fiscal
quarter period (including the fees under Section 1.7 and any other such charges
with respect to any Funded Debt). For purposes of this calculation, interest
includes interest accrued under Capital Leases.

9.1.49. "Interest Period" means (a) with respect to the Prime
Rate, a period of one (1) Business Day, and (b) with respect to the Adjusted
LIBO Rate, a period of 3 months duration commencing initially on the date of the
relevant Advance and ending 3 months thereafter and (after such initial Interest
Period) commencing on the day immediately following the last day of the
preceding Interest Period and ending on the corresponding day 3 months
thereafter.

9.1.50. "LD Only Services Revenue" means, at the time of
measurement and for the relevant period, Revenue derived exclusively from LD
Only Subscribers (including partition Revenue, but not including any other form
of wholesale Revenue).

9.1.51. "LD Only Subscriber" means a Subscriber who is a
Subscriber of Borrowers' long distance telephone services only but are not
Subscribers of Borrowers' local telephone services.

9.1.52. "Lender" means, individually and collectively, the
following:

a. MCG Finance Corporation or any successor,
assignee, participant, pledgee or other
transferee of such Lender hereunder, and

b. MCG Credit Corporation or any successor,
assignee, participant, pledgee or other
transferee of such Lender hereunder, and

c. Any other entity subsequently added hereto
as a Lender hereunder (either as a Term
Lender or as a Line Lender), or any
successor, assignee, participant or other
transferee thereof.

9.1.53. "Leverage Ratio" means a ratio of Funded Debt as of
the end of the relevant period to TTM-OCF for the relevant period.

9.1.54. "LIBO Rate" has the meaning set forth in the
definition of "Adjusted LIBO Rate".

9.1.55. "License" means any authorization, construction or
other permit, consent, franchise, ordinance, registration, certificate, license,
call sign, frequency designation, agreement or other right filed with, granted
by, issued by or entered into with any Official Body.

9.1.56. "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), reversionary or reclamation interest, charge against or interest in
property to secure payment of a debt or performance of an obligation or other
priority or preferential arrangement of any kind or nature whatsoever.

9.1.57. "Line Effective Date" means the date on which the
conditions precedent for the effectiveness of the Line of Credit Facility as set
forth in Sections 2.1 and 2.2 have been satisfied by Borrowers or waived in
writing by Administrative Agent (at the direction of Line Lenders) in accordance
with the terms hereof.

9.1.58. "Line Effectiveness Notification Date" means the date
on which Administrative Agent provides written notification to Borrowers
confirming that the Line of Credit Facility has been syndicated and will become
available as set forth in Section 1.2 upon satisfaction by Borrowers or written
waiver by Administrative Agent (at the direction of Line Lenders) of the
conditions precedent under Sections 2.1 and 2.2.

9.1.59. "Line Lender" means a Lender who has issued a Commitment to Advance
funds under the Line of Credit Facility or has otherwise agreed to be a Lender
for purposes of the Line of Credit Facility.

9.1.60. "Line of Credit Commitment" means the Commitment
established pursuant to Sections 1.2 and 1.3.

9.1.61. "Line of Credit Commitment Percentage" means, with
respect to each Line Lender, that portion of the total Line of Credit Commitment
as to which such Lender is obligated.

9.1.62. "Line of Credit Facility" means the line of credit
Facility as described in Article 1.

9.1.63. "Line of Credit Maturity Date" has the meaning set
forth in Section 1.2.2.

9.1.64. "Line of Credit Note" means any Note payable to the
order of a Lender prepared in accordance with Section 1.2.4, as may be amended,
modified, restated, replaced, supplemented, extended or renewed from time to
time hereafter.

9.1.65. "LLC" means a limited liability company.

9.1.66. "Loan" means any loan or Advance of funds under any
Facility as well as any other credit extended by Administrative Agent or any
Lender to any Borrower under this Agreement.

9.1.67. "Loan Documents" means this Agreement, any Notes, the
Collateral Security Documents and any other documents, agreements and
certificates entered into or delivered in connection herewith or therewith or
pursuant hereto or thereto, all as may be amended, modified and supplemented
from time to time.

9.1.68. "Local Authorities" means, individually and
collectively, the state and local governmental authorities that govern the
activities of any Borrower.

9.1.69. "Margin Regulation" has the meaning set forth in
Section 3.17.

9.1.70. "Margin Stock" has the meaning set forth in Section
3.17.

9.1.71. "Material Adverse Change" means any change that has or
causes or could reasonably be expected to have or cause a Material Adverse
Effect.

9.1.72. "Material Adverse Effect" means, relative to any
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), a
material adverse change to, or, as the case may be, a materially adverse effect
on:

a. The business, assets, revenues, financial
condition, operations, Collateral or
prospects of Borrowers taken as a whole or
of ▇▇▇▇.▇▇▇ INC. AND ITS SUBSIDIARIES taken
as a whole; or

b. The ability of Borrowers taken as a whole or
of ▇▇▇▇.▇▇▇ INC. AND ITS SUBSIDIARIES taken
as a whole to perform any of its payment
obligations when due or to perform any other
material obligations under any Loan
Document; or

c. The rights, remedies or benefits of
Administrative Agent or any Lender under any
Loan Document.

9.1.73. "Material Contract" has the meaning set forth in
Section 3.8.

9.1.74. "MCG" means MCG Finance Corporation, a Delaware
corporation, or any successor or assignee thereof, having an office at the
address specified in the Notice Section hereof, and which is Administrative
Agent and a Lender hereunder at the time of execution hereof.

9.1.75. "Notes" means, individually and collectively, each
promissory note delivered to each Lender pursuant to any Loan Document and
evidencing any indebtedness to such Lender under the Loan Documents (each as may
be amended, modified, supplemented, restated, extended, renewed or replaced from
time to time).

9.1.76. "Obligations" means all of the indebtedness and
obligations (monetary or otherwise) of any Borrower and any other Obligor
arising under or in connection with any Loan Document as well as all
indebtedness of any Borrower arising under or in connection with any other
agreement between such Borrower and Administrative Agent or any Lender.

9.1.77. "Obligor" means each Borrower or any other Person
(other than Administrative Agent and Lenders) obligated under any Loan Document.

9.1.78. "OCF" (or "Operating Cash Flow") means EBITDA (as
defined in the definition thereof above).

9.1.79. "Official Body" means any federal, state, local, or
other government (or any political subdivision, agency, authority, bureau,
commission, department or instrumentality thereof) and any court, tribunal,
grand jury or arbitrator, in each instance whether foreign or domestic.

9.1.80. "Organic Document" means, relative to any entity, its
certificate and articles of incorporation or organization, its by-laws or
operating agreements, and all equityholder agreements, voting agreements and
similar arrangements applicable to any of its authorized shares of capital
stock, its partnership interests or its member interests, and any other
arrangements relating to the control or management of any such entity (whether
existing as a corporation, a partnership, an LLC or otherwise).

9.1.81. "Partition" means an independent long distance and
marketing company or other direct marketing agent of any Borrower that resells
and markets telecommunications products of any Borrower.

9.1.82. "PBGC" means the Pension Benefits Guaranty
Corporation or any other entity that succeeds to its responsibilities and powers
under ERISA.

9.1.83. "Permitted Acquisitions" has the meaning set forth in
Section 5.7.

9.1.84. "Permitted Guaranties" has the meaning set forth in
Section 5.3.

9.1.85. "Permitted Indebtedness" has the meaning set forth in
Section 5.2.

9.1.86. "Permitted Investments" has the meaning set forth in
Section 5.7.

9.1.87. "Permitted Liens" has the meaning set forth in
Section 5.5.

9.1.88. "Permitted Transfers" has the meaning set forth in
Section 5.6.

9.1.89. "Person" means any natural person, corporation, LLC,
partnership, firm, association, trust, government, governmental agency or any
other entity, whether acting in an individual, fiduciary or other capacity.

9.1.90. "Plan" means any pension benefit or welfare benefit
plan as defined in Sections 3(1), (2) or (3) of ERISA covering employees of any
Borrower or any ERISA Affiliate of any Borrower.

9.1.91. "Pledge and Security Agreements" means, individually
and collectively, each pledge and security agreement relating to a pledge of an
equity interest in an enterprise (all as may be amended, modified and
supplemented from time to time) required to be executed and delivered in favor
of Administrative Agent pursuant to the Loan Documents.

9.1.92. "Portion" means a designated portion of the
indebtedness hereunder as to which a specified Rate Index (and a corresponding
Rate Margin) has been selected or deemed to be applicable.

9.1.93. "Prime Rate" means a variable rate of interest per
annum equal to the rate of interest from time to time published by the Board of
Governors of the Federal Reserve System in Federal Reserve statistical release
H.15 (519) entitled "Selected Interest Rates" as the Bank prime loan rate. The
Prime Rate also includes rates published in any successor publications of the
Federal Reserve System reporting the Bank prime loan rate or its equivalent. In
the event that the Board of Governors of the Federal Reserve System ceases to
publish a Bank prime loan rate or equivalent, the term "Prime Rate" shall mean a
variable rate of interest per annum equal to the highest of the "prime rate,"
"reference rate," "base rate" or other similar rate as determined by
Administrative Agent announced from time to time by any of First Union National
Bank, Bank of America, The Chase Manhattan Bank or Citibank, N.A. Such term,
however, does not necessarily mean Administrative Agent's best or lowest rate
available.

9.1.94. "Pro Rata" means from or to each Lender in proportion
to its Commitment Percentage.

9.1.95. "Rate Index" has the meaning set forth in Sections
1.1.5 and 1.2.5.

9.1.96. "Rate Margin" has the meaning set forth in Sections
1.1.5 and 1.2.5.

9.1.97. "Required Lenders" means Lenders holding at least 75%
of the aggregate outstanding principal amount of the Loans (or, if no Loans at
the time of such determination are outstanding, then Lenders obligated with
respect to at least 75% of the Commitments).

9.1.98. "Reserve Percentage" has the meaning set forth in the
definition of "Adjusted LIBO Rate".

9.1.99. "Revenue" means revenue of Borrowers (on a
consolidated basis) as determined in accordance with GAAP.

9.1.100. "SEC" means the Securities and Exchange Commission
or any other entity that succeeds to its responsibilities and powers.

9.1.101. "Securities Acts" means, collectively, the
Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended,
and as implemented by the SEC and interpreted by the SEC or any court of
competent jurisdiction.

9.1.102. "Security Agreements" means, collectively, each
security agreement (as may be amended, modified and supplemented from time to
time) required to be executed and delivered in favor of Administrative Agent
pursuant to Article 2, and any other security agreement required or delivered in
connection with the Loan Documents, including any intellectual property
assignments or security agreements required to be delivered pursuant to Article
2.

9.1.103. "Settlement Date" means, with respect to any Advance
hereunder, the date on which funds are advanced by Administrative Agent.

9.1.104. "State Communications Acts" means the laws of any
state in which any Borrower does business that govern the provision of
communications services offered or performed by any Borrower within such state
and are applicable to such Borrower, as amended from time to time, and as
implemented by the rules, regulations, and orders of the applicable State PUC or
any court of competent jurisdiction.

9.1.105. "State PUC" means the public utility commission or
other regulatory agency of any state in which any Borrower does business that is
vested with jurisdiction over such Borrower and over State Communications Acts
or the provision of communication services within such state.

9.1.106. "Subordinated Indebtedness" means all indebtedness
and monetary obligations of any Borrower or any Guarantor (other than
indebtedness in favor of Administrative Agent or any Lender or indebtedness and
obligations expressly excluded therefrom by Required Lenders), including all
indebtedness treated or defined as "Subordinated Indebtedness" under any
separate Subordination Agreement by and among a Borrower or a Guarantor,
Administrative Agent and another Person. Notwithstanding the foregoing, the term
"Subordinated Indebtedness" (unless Required Lenders otherwise require) does not
include indebtedness permitted under Section 5.2.a or 5.2.b or (to the extent
consistent with Section 5.5.b) under Section 5.2.c or 5.2.d.

9.1.107. "Subscriber" means any Person who is a paying
customer or subscriber of a Borrower's telecommunications services, whether as
an LD Only Subscriber or a Bundled Subscriber.

9.1.108. "Subscriber Acquisition Costs" means, at the time of
measurement, the aggregate marketing, telemarketing and other acquisition costs
associated with acquiring new Subscribers (including, any commissions paid to
third parties) during the relevant fiscal quarter divided by the total number of
net new Subscribers (i.e., net of attrition) added during such fiscal quarter.

9.1.109. "Subsidiary" of any Person or entity means any
Person as to which such other Person or entity (a) directly or indirectly owns,
controls or holds 25% or more of the outstanding beneficial interest or (b) is
otherwise required in accordance with GAAP to be considered as part of a
consolidated organization.

9.1.110. "▇▇▇▇.▇▇▇ Inc." means ▇▇▇▇.▇▇▇ Inc., a Delaware
corporation.

9.1.111. "Tariff" means any tariff, rate schedule or similar
document that is either (a) required by law or applicable regulation to be filed
with the FCC or a State PUC or (b) permitted by law or applicable regulation so
to be filed and actually filed by any Borrower.

9.1.112. "Term Lender" means a Lender who has issued a
Commitment to Advance funds or has otherwise agreed to be a Lender for purposes
of the Term Loan Facility.

9.1.113. "Term Loan Commitment" means the Commitment
established pursuant to Section 1.1 and Section 1.3.

9.1.114. "Term Loan Commitment Percentage" means, with
respect to each Lender, that portion of the total Term Loan Commitment as to
which such Lender is obligated.

9.1.115. "Term Loan Facility" means the term loan Facility as
described in Article 1.

9.1.116. "Term Loan Maturity Date" has the meaning set forth
in Section 1.1.2.

9.1.117. "Term Loan Note" means any Note payable to the order
of a Lender prepared in accordance with Section 1.1.4, as may be amended,
modified, restated, replaced, supplemented, extended or renewed from time to
time hereafter.

9.1.2. "Total Charges" means, at the time of any
determination, the sum of the following items (without duplication) for ▇▇▇▇.▇▇▇
INC. and its subsidiaries (on a consolidated basis, including Borrowers) during
the immediately preceding four consecutive fiscal quarter period:

a. The amount of Fixed Charges during such period,
and

b. Plus the amount of all federal, state and local
taxes paid during such period.

Notwithstanding the foregoing, payments by ▇▇▇▇.▇▇▇ INC. of up to $66.857
million of principal and accrued interest during 2002 relating to its 4 1/2%
Convertible Subordinated Notes maturing September 15, 2002 (as Subordinated
Notes exists as of the Closing Date) shall not be included in the calculation of
Total Charges. Further notwithstanding the foregoing, with respect to payments
by ▇▇▇▇.▇▇▇ INC. to AoL under promissory notes issued by ▇▇▇▇.▇▇▇ INC. pursuant
to the AoL Investment Agreements as consideration for "make whole" obligations
or mandatory redemptions of stock or warrants of ▇▇▇▇.▇▇▇ INC. owned by AoL,
such payments of principal and interest thereunder also shall not be included in
the calculation of Total Charges IF, at the time of issuance of such promissory
notes, the amount payable in respect of such obligation does not exceed the sum
of (i) the unused portion of the Available Credit Portion (to the extent the
Line of Credit Facility is effective) and (ii) cash and Cash Equivalents (as
defined in Section 5.7(a)) held by ▇▇▇▇.▇▇▇ INC. and Borrowers.

9.1.118. "TTM-OCF" means EBITDA for Borrowers during the
immediately preceding 4 consecutive fiscal quarter periods. Notwithstanding the
foregoing, for purposes of any calculation of such amount made between January
1, 2001 and December 31, 2001 with respect to performance by Borrowers during
such period, then TTM-OCF shall mean year-to-date EBITDA annualized.

9.1.119. "UCC" means the Uniform Commercial Code as in effect
in the applicable jurisdiction.

9.1.120. "Warrants" has the meaning set forth in Section 1.7.

9.2. Rules of Interpretation and Construction.

9.2.1. Plural; Gender. Unless otherwise expressly stated or
the context clearly indicates a different intention, then (as may be appropriate
in the particular context) (a) a singular number or noun used in any Loan
Document includes the plural, and a plural number or noun

includes the singular, and (b) the use of the masculine, feminine or neuter
gender pronouns in any Loan Document includes each and all genders.

9.2.2. Section and Schedule References. Unless otherwise
expressly stated or the context clearly indicates a different intention, then
all references to sections, paragraphs, clauses, schedules and exhibits in any
Loan Document are to be interpreted as references to sections, paragraphs,
clauses, schedules and exhibits of such Loan Document (rather than of some other
Loan Document). In addition, the words "herein", "hereof", "hereunder", "hereto"
and other words of similar import in any Loan Document refer to such Loan
Document as a whole, and not to any particular section, paragraph or clause in
such Loan Document.

9.2.3. Titles and Headings. Unless otherwise expressly stated
or the context clearly indicates a different intention, then the various titles
and headings in the Loan Documents are inserted for convenience only and do not
affect the meaning or interpretation of such Loan Document or any provision
thereof.

9.2.4. "Including" and "Among Other" References. Unless
otherwise expressly stated or the context clearly indicates a different
intention, then all references in the Loan Documents to phrases containing or
list preceded by the words "include", "includes", "including", "among other",
"among other things" or other words or phrases of similar import are to be
interpreted to mean such "without limitation" (whether or not such additional
phrase is actually added). In other words, such words and phrases connote an
illustrative example or list rather than an exclusive example or list.

9.2.5. "Shall", "Will", "Must", "Can" and "May" References.
Unless otherwise expressly stated or the context clearly indicates a different
intention, then all references in the Loan Documents to the words "shall",
"will" and "must" (including, when modified by "not") are to be interpreted to
indicate mandatory actions or restrictions (as applicable), and all references
in the Loan Documents to the words "may" and "can" (unless modified by "not")
are to be interpreted to indicate permissive actions.

9.2.6. Time of Day References. Unless otherwise expressly
stated or the context clearly indicates a different intention, then all time of
day references in and restrictions imposed under the Loan Documents are to be
calculated using Eastern Time.

9.2.7. "Knowledge" of a Person. Unless otherwise expressly
stated or the context clearly indicates a different intention, then (a) all
references to the "knowledge," "awareness" or "belief" of any Person that is not
a natural person are to be interpreted to mean the knowledge, awareness or
belief of senior and executive management of such Person (and including the
knowledge or awareness of managers of limited liability companies and general
partners of partnerships), and (b) all representations qualified by the
"knowledge," "awareness" or "belief" of a Person are to be interpreted to mean
(unless a different standard is specified) that such Person has conducted a
commercially reasonable inquiry and investigation prior to making such
representation.

9.2.8. Successors and Assigns. Unless otherwise expressly
stated or the context clearly indicates a different intention, then all
references to any Person (including any Official Body)

in any Loan Document are to be interpreted as including (as applicable) such
Person's successors, assigns, estate, heirs, executors, administrators and
personal representatives. Notwithstanding the foregoing, no Borrower or other
Obligor may assign or delegate any Loan Document (or any right or obligation
thereunder) except to the extent expressly permitted hereunder or under such
other Loan Document.

9.2.9. Modifications to Documents. Unless otherwise expressly
stated or the context clearly indicates a different intention, then all
references to any Loan Document or other agreement or instrument in any Loan
Document are to be interpreted as including all extensions, renewals,
amendments, supplements, substitutions, replacements and waivers thereto and
thereof from time to time.

9.2.10. References to Laws and Regulations. Unless otherwise
expressly stated or the context clearly indicates a different intention, then
all references to any law, regulation, rule, order or policy in any Loan
Document are to be interpreted references to such law, regulation, rule or
policy (a) as implemented and interpreted from time to time by Official Bodies
with appropriate jurisdiction therefor, and (b) as amended, modified,
supplemented, replaced and repealed from time to time.

9.2.11. Financial and Accounting Terms. Unless otherwise
expressly stated or the context clearly indicates a different intention,
financial and accounting terms used in the foregoing definitions or elsewhere in
the Loan Documents shall be defined and determined in accordance with GAAP.

9.2.12. Conflicts Among Loan Documents. Unless otherwise
expressly stated or the context clearly indicates a different intention, then
any irreconcilable conflict between the terms and conditions of this Agreement
and the terms and conditions of any other Loan Document (other than a Note or
any warrant issued to any Lender) are to be resolved by having the terms and
conditions of this Agreement govern.

9.2.13. Independence of Covenants and Defaults. All covenants
and defaults contained in the Loan Documents shall be given independent effect.
If a particular action or condition is not permitted by any covenant in the Loan
Documents, then the fact that such action or condition would be permitted by an
exception to (or would otherwise be within the limitations of) another covenant
in the Loan Documents shall not avoid the occurrence or existence of a Default
if such action is taken or if such condition exists.

9.2.14. Administrative Agent. References in this Agreement and
the other Loan Documents to Administrative Agent shall mean either to
Administrative Agent in such capacity or (where appropriate) to Administrative
Agent for the benefit of Lenders. Unless otherwise indicated in this Agreement
or another Loan Document, all Collateral held and all payments received by
Administrative Agent are deemed to be held and received, respectively, for the
benefit of Lenders.

ARTICLE 10: MISCELLANEOUS

10.1. Indemnification, Reliance and Assumption of Risk. Without
limiting any other indemnification in any Loan Document, each Borrower (jointly
and severally) hereby agrees to defend

Administrative Agent and each Lender (and their directors, officers, employees,
agents, counsels and Affiliates) from, and hold each of them harmless against,
any and all losses, liabilities, claims, damages, interests, judgments, or costs
(including reasonable fees and disbursements of counsel) incurred by any of them
arising out of or in any way connected with any Loan Document, except for losses
resulting directly and exclusively from such Person's own gross negligence,
willful misconduct or fraud (or the gross negligence, willful misconduct or
fraud of any director, officer or employee of such Person). In addition, each
Borrower will reimburse and (jointly and severally) indemnify Administrative
Agent and each Lender for all costs and losses resulting from the following: (1)
any failure or refusal by any Borrower or by any Affiliate of any Borrower to
provide any requested assistance or cooperation in connection with any attempt
by Administrative Agent or any Lender to liquidate any Collateral in the event
of any Event of Default and/or any attempt by Administrative Agent or any Lender
to otherwise exercise its rights hereunder, and (2) any misrepresentation, gross
negligence, fraud or willful misconduct by any Borrower (or any of its employees
or officers), or any other person or entity pledging Collateral hereunder.
Moreover, with respect to any Advance Request or other communication between any
Borrower and Administrative Agent and/or Lenders hereunder and all other matters
and transactions in connection therewith, each Borrower hereby irrevocably
authorizes Administrative Agent and each Lender to accept, rely upon, act upon
and comply with any verbal or written instructions, requests, confirmations and
orders of any Authorized Officer of any Borrower. Each Borrower acknowledges
that the transmissions of any such instruction, request, confirmation, order or
other communication involves the possibility of errors, omissions, mistakes and
discrepancies, and each Borrower agrees to adopt such internal measures and
operational procedures to protect its interest. By reason thereof, each Borrower
hereby assumes all risk of loss and responsibility for -- and hereby releases
and discharges Administrative Agent and each Lender from any and all risk of
loss and responsibility for, and agrees to indemnify, reimburse on demand and
hold Administrative Agent and each Lender harmless from -- any and all claims,
actions, damages, losses, liability and costs by reason of or in any way related
to (a) Administrative Agent's or any Lender's accepting, relying and acting
upon, complying with or observing any such instructions, requests, confirmations
or orders from or on behalf of any such Authorized Officer, and (b) any such
errors, omissions, mistakes and discrepancies by (or otherwise resulting from or
attributable to the actions or inactions of) any Authorized Officer or any
Borrower; provided, however, no Borrower assumes hereby the risk of any
foreseeable actual loss resulting directly and exclusively from Administrative
Agent's or any Lender's own gross negligence, fraud or willful misconduct. Each
Borrower's obligations provided for in this Section will survive any termination
of this Agreement, and the repayment of the outstanding balances hereunder.

10.2. Assignments and Participations. No Loan Document may be
assigned (in whole or in part) by any Borrower without the prior written consent
of each Lender. Notwithstanding any other provision of any Loan Document,
without receiving any consent of any Borrower, each Lender at any time and from
time to time may syndicate, participate or otherwise transfer, pledge or assign
all (or any proportionate part of) its rights and obligations under any of the
Loan Documents (or any indebtedness evidenced thereby) to any Person; PROVIDED,
HOWEVER that so long as no Default or Event of Default has occurred and is
continuing under the Loan Documents, then no Lender may syndicate, participate
or assign its rights under the Loan Documents to a Person that is engaged
primarily in the business of providing or marketing of telecommunications or
Internet services without the prior written consent of Borrowers (which consent
shall not be unreasonably withheld,

delayed or conditioned). Lenders (through Administrative Agent) will make
reasonable efforts to notify Borrowers of any such absolute transfer or
assignment within twenty (20) Business Days thereafter; however, a failure to so
notify will in no way impair any rights of Administrative Agent or Lenders or
any participant, transferee or assignee. Upon execution and delivery to
Administrative Agent of an appropriate instrument between any such transferee or
assignee and an assigning Lender and payment by the assigning Lender to
Administrative Agent a $1,500 assignment fee, then such transferee or assignee
will become a Lender party to this Agreement and will have all the rights and
obligations of a Lender as set forth in such instrument. At Administrative
Agent's request, each Borrower will execute (or re-execute) and deliver (or
otherwise obtain) any documents necessary to reflect or implement any such
participation, transfer or assignment (including replacement promissory notes
and any requested letters authorizing such transferee or assignee to rely on
existing certificates and opinions) and will otherwise fully cooperate in any
such syndication process. Attached as Exhibit 10.2 is a form of Assignment and
Assumption Agreement, a substantially similar version of which is to be used in
connection with assignment of Lenders hereunder.

10.3. No Waiver; Delay. To be effective, any waiver by Lenders must
be expressed in a writing executed by Administrative Agent (with the approval of
Required Lenders). Once a Default occurs under the Loan Documents, then such
Default will continue to exist until it either is cured (to the extent
specifically permitted) in accordance with the Loan Documents or is otherwise
expressly waived by Lenders (in their sole and absolute discretion) in writing;
and once an Event of Default occurs under the Loan Documents, then such Event of
Default will continue to exist until it is expressly waived by Lenders (in their
sole and absolute discretion) in writing. If Administrative Agent or any Lender
waives any power, right or remedy arising hereunder or under any applicable law,
then such waiver will not be deemed to be a waiver (a) upon the later occurrence
or recurrence of any events giving rise to the earlier waiver or (b) as to any
other Obligor. No failure or delay by Administrative Agent or any Lender to
insist upon the strict performance of any term, condition, covenant or agreement
of any of the Loan Documents, or to exercise any right, power or remedy
hereunder, will constitute a waiver of compliance with any such term, condition,
covenant or agreement, or preclude Administrative Agent or any Lender from
exercising any such right, power, or remedy at any later time or times. By
accepting payment after the due date of any amount payable under this Agreement
or any other Loan Document, neither Administrative Agent nor any Lender will be
deemed to waive the right either to require prompt payment when due of all other
amounts payable under this Agreement or any other Loan Document or to declare an
Event of Default for failure to effect such prompt payment of any such other
amount. The remedies provided herein are cumulative and not exclusive of each
other, the remedies provided by law, and the remedies provided by the other Loan
Documents.

10.4. Modifications and Amendments. Except as otherwise expressly
provided in this Agreement, no modification or amendment to any Loan Document
will be effective unless made in a writing signed by appropriate officers of
Administrative Agent (with the consent of the Required Lenders) and each
Borrower. Notwithstanding the foregoing, to the extent that any such
modification or amendment attempts to implement any of the following, then such
amendment or modification must be approved by all Lenders:

a. Increase the Commitment Percentage of any Lender, or

b. Alter any provision that effectively reduces the interest rate
applicable to the Loans, or

c. Reduce the amount of any fees due to Lenders under any Loan
Document (other than fees payable to the Administrative Agent
for its own account), or

d. Reduce the amount of any payment (whether for principal,
interest or any fee, other than a fee payable to the
Administrative Agent for its own account), or

e. Postpone or extend the Maturity Date for any Facility or any
scheduled payment date (whether for principal, interest or any
fee, other than a fee payable to the Administrative Agent for
its own account), or

f. Change the definition of "Pro Rata" or "Required Lenders" or
otherwise change the number or percentage of Lenders that are
required to take or approve (or direct the Administrative
Agent to take) any action under the Loan Documents, or

g. Release or discharge any Borrower as a "Borrower" under the
Loan Documents or permit any Borrower to assign to another
Person any of its rights or obligations under the Loan
Documents, or

h. Release all or any part of any guaranty of any part of the
Indebtedness under the Loan Documents or any security interest
in or pledge of any Collateral (except as otherwise already
expressly authorized under the Loan Documents), or

i. Amend this Section.

In addition, no provision of any Loan Document relating to the rights or
obligations of the Administrative Agent may be modified or amended without the
consent of the Administrative Agent.

10.5. Disclosure of Information to Third Parties. Administrative
Agent and each Lender will employ reasonable procedures to treat as confidential
all non-public information delivered to Administrative Agent or such Lender
pursuant to the Loan Documents concerning the performance, operations, assets,
structure and business plans of Borrowers and/or ▇▇▇▇.▇▇▇ INC. While other or
different confidentiality procedures may be employed by Administrative Agent or
any Lender, the actual procedures employed by Administrative Agent and each
Lender for this purpose will be conclusively deemed to be reasonable if they are
at least as protective of such information as the procedures generally employed
by Administrative Agent and such Lender to safeguard the confidentiality of
Administrative Agent's and Lenders' own confidential information.
Notwithstanding the foregoing, Administrative Agent and each Lender may disclose
any information concerning any Borrower in Administrative Agent's or such
Lender's possession from time to time (a) to permitted participants,
transferees, assignees, pledgees and investors (including prospective
participants, transferees, assignees, pledgees and investors), but subject to a
reasonable confidentiality agreement regarding any non-public confidential
information thereby disclosed, and (b) in response to credit inquiries
consistent with general banking practices, and (c) to any federal or state
regulator of

Administrative Agent or such Lender, and (d) to Administrative Agent's or such
Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents
and investors who have an obligation to maintain the confidentiality of such
information, and (e) to any Person pursuant to compulsory judicial process, and
(f) to any judicial or arbitration forum in connection with enforcing the Loan
Documents or defending any action based upon the Loan Documents or the
relationship between Administrative Agent, Lenders, and Borrowers, and (g) to
any other Person with respect to the public or non-confidential portions of any
such information. If Administrative Agent or any Lender believes (in its
reasonable determination) that it is required in the course of an administrative
or judicial proceeding to disclose any such non-public information, then such
Person (if practical and not prohibited by such administrative or judicial body
or by applicable law) shall give such Borrower or ▇▇▇▇.▇▇▇ Inc. (as applicable)
notice thereof so that it may seek a protective order and/or may waive
compliance with these confidentiality provisions. Moreover, Administrative Agent
and each Lender (without any compensation, remuneration or notice to Borrowers)
may also include operational and performance and structural information and data
relating to Borrowers in compilations, reports and data bases assembled by
Administrative Agent or such Lender (or their Affiliates) and used to conduct,
support, assist in and validate portfolio, industry and credit research and
analysis for itself and other Persons; provided, however, that neither
Administrative Agent nor any Lender may thereby disclose to other Persons any
information relating to Borrowers in a manner that is attributable to Borrowers
unless (1) such disclosure is permitted under the standards outlined above in
this Section or (2) Borrowers otherwise separately consent thereto (which
consent may not be unreasonably withheld).

10.6. Binding Effect and Governing Law. This Agreement and the other
Loan Documents have been delivered by Borrowers and the other Obligors and have
been received by Administrative Agent in the Commonwealth of Virginia. This
Agreement and all documents executed hereunder are binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This
Agreement and all documents executed hereunder are governed as to their
validity, interpretation, construction and effect by the laws of the
Commonwealth of Virginia (without giving effect to the conflicts of law rules of
Virginia).

10.7. Notices. Any notice, request, consent, waiver or other
communication required or permitted under or in connection with the Loan
Documents will be deemed satisfactorily given if it is in writing and is
delivered either personally to the addressee thereof, or by prepaid registered
or certified U.S. mail (return receipt requested), or by a nationally recognized
commercial courier service with next-day delivery charges prepaid, or by
telegraph, or by facsimile (voice confirmed), or by any other reasonable means
of personal delivery to the party entitled thereto at its respective address set
forth below:

If to any Borrower [Party Entitled to Notice]
or its Affiliates: c/o ▇▇▇▇.▇▇▇ Holding Corp.
----------------- ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. Lawn, IV, Esquire
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

If to Administrative: MCG Finance Corporation
Agent or Lenders: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Loan Administration
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Any party to a Loan Document may change its address or facsimile number for
notice purposes by giving notice thereof to the other parties to such Loan
Document in accordance with this Section, provided that such change shall not be
effective until 2 calendar days after notice of such change. All such notices
and other communications will be deemed given and effective (a) if by mail, then
upon actual receipt or 5 calendar days after mailing as provided above
(whichever is earlier), or (b) if by facsimile, then upon successful transmittal
to such party's designated number, or (c) if by telegraph, then upon actual
receipt or 2 Business Days after delivery to the telegraph company (whichever is
earlier), or (d) if by nationally recognized commercial courier service, then
upon actual receipt or 2 Business Days after delivery to the courier service
(whichever is earlier), or (e) if otherwise delivered, then upon actual receipt.
For any and all purposes related to giving and receiving notices and
communications between any Borrower and Administrative Agent and Lenders under
any Loan Document, each Borrower hereby irrevocably appoints Talk Holding (and
its Authorized Officers) as its agent to whom Administrative Agent and each
Lender may give and from whom Administrative Agent and each Lender may receive
all such notices and communications, and Administrative Agent and each Lender is
entitled to rely upon (and treat as being properly authorized by Borrowers) any
verbal or written notices or communications purportedly received from (or that
Administrative Agent or such Lender believes in good faith to be received from)
such Authorized Officer.

10.8. Relationship with Prior Agreements. This Agreement completely
and fully supersedes all oral agreements and all other and prior written
agreements by and among Borrowers and Administrative Agent and any Lender
concerning the terms and conditions of this credit arrangement.

10.9. Severability. If fulfillment of any provision of or any
transaction related to any Loan Document at the time performance is due involves
transcending the limit of validity prescribed by applicable law, then ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
validity. If any clause or provision of this Agreement operates or would
prospectively operate to invalidate this Agreement or any other Loan Document in
whole or in part, then such clause or provision only shall be void (as though
not contained herein or therein), and the remainder of this Agreement or such
other Loan Document shall remain operative and in full force and effect;
provided, however, if any such clause or provision pertains to the repayment of
any indebtedness hereunder, then the occurrence of any such invalidity shall
entitle Lenders (in their sole and absolute discretion) to demand the immediate
payment of the entire outstanding indebtedness under the Loan Documents
(inclusive of all interest, fees and expenses).

10.10. Termination and Survival. All representations, warranties,
covenants and other agreements of any Obligor contained in any Loan Document or
any other documentation required thereunder will survive the execution and
delivery of the Loan Documents and the funding of the Advances hereunder and
will continue in full force and effect until terminated in accordance with this

Agreement. Upon (a) indefeasible receipt by Administrative Agent of the entire
indebtedness and all other amounts then due or owing to Administrative Agent or
any Lender under the Loan Documents (without any condition, deduction, offset,
netting, counterclaim or reservation of rights), and (b) receipt by
Administrative Agent of an instruction from Borrowers to terminate and cancel
the Loan Documents, all Commitments and all Facilities thereunder (together with
an acknowledgment that neither Administrative Agent nor any Lender will have any
further obligations or liabilities under or in connection with any Loan
Document), then Administrative Agent (at the written request and expense of
Borrowers) will terminate and cancel all Loan Documents (other than the waivers,
reinstatement rights, and reimbursement and indemnification protections in favor
of Administrative Agent and each Lender under the Loan Documents, which
provisions shall survive any such termination of the Loan Documents).

10.11. Reinstatement. To the maximum extent not prohibited by
applicable law, this Agreement and the other Loan Documents (and the
indebtedness hereunder and Collateral therefor) will be reinstated and the
indebtedness correspondingly increased (as though such payment(s) had not been
made) if at any time any amount received by Administrative Agent or any Lender
in respect of any Loan Document is rescinded or must otherwise be restored,
refunded or returned by Administrative Agent or such Lender to Borrower or any
other Person (a) upon or as a result of the insolvency, bankruptcy, dissolution,
liquidation or reorganization of any Borrower or any other Person, or (b) upon
or as a result of the appointment of any receiver, intervenor, conservator,
trustee or similar official for any Borrower or any other Person or for any
substantial part of the assets of any Borrower or any other Person, or (c) for
any other reason.

10.12. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all the signatures on such counterparts
appeared on one document. Each such counterpart will be deemed to be an original
but all counterparts together will constitute one and the same instrument.

10.13. Waiver of Suretyship Defenses. Each Borrower hereby waives any
and all defenses and rights of discharge based upon suretyship or impairment of
collateral (including lack of attachment or perfection with respect thereto)
that it may now have or may hereafter acquire with respect to Administrative
Agent or any Lender or any of its obligations hereunder, under any Loan Document
or under any other agreement that it may have or may hereafter enter into with
Administrative Agent or any Lender.

10.14. WAIVER OF LIABILITY. Each Borrower (a) agrees that neither
Administrative Agent nor any Lender (nor any of their directors, officers,
employees or agents) shall have any liability to any Borrower (whether sounding
in tort, contract or otherwise) for losses or costs suffered or incurred by any
borrower in connection with or in any way related to the transactions
contemplated or the relationship established by any Loan Document, or any act,
omission or event occurring in connection herewith or therewith, except for
foreseeable actual losses resulting directly from Administrative Agent's or such
lender's own gross negligence, willful misconduct or fraud (including the gross
negligence, willful misconduct or fraud of its directors, officers and
employees) and (b) waives, releases and agrees not to ▇▇▇ upon any claim against
administrative agent or any lender (or their directors, officers, employees or
agents) whether sounding in tort, contract or otherwise, except for claims for
foreseeable actual losses resulting directly from Administrative Agent's or such
lender's own gross negligence, willful misconduct or fraud (including the gross
negligence, willful

misconduct or fraud of its directors, officers and employees). Moreover, whether
or not such damages are related to a claim that is subject to the waiver
effected above and whether or not such waiver is effective, neither
Administrative Agent nor any Lender (nor their directors, officers, employees or
agents) shall have any liability with respect to (and each Borrower hereby
waives, releases and agrees not to ▇▇▇ upon any claim for) any special,
indirect, consequential, punitive or non-foreseeable damages suffered by any
Borrower in connection with or in any way related to the transactions
contemplated or the relationship established by any Loan Document, or any act,
omission or event occurring in connection herewith or therewith.

10.15. FORUM SELECTION; CONSENT TO JURISDICTION. Any litigation in
connection with or in any way related to any LOan DOcument, or any course of
conduct, course of dealing, statements (whether verbal or written), actions or
inactions of Administrative Agent, any LEnder or any BOrrower will be brought
and maintained exclusively in the courts of the COmmonwealth of VIrginia or in
the United States District Court for the Eastern District of Virginia; provided,
however, that any suit seeking enforcement against any Borrower, any Collateral
or any other property may also be brought (at Administrative Agent's and
Lenders' option) in the courts of any other jurisdiction where such Collateral
or other property may be found or where Administrative Agent or any Lender may
otherwise obtain personal jurisdiction over such Borrower. Each Borrower hereby
expressly and irrevocably submits to the jurisdiction of the courts of the
Commonwealth of Virginia and of the United States District Court for the Eastern
District of Virginia for the purpose of any such litigation as set forth above
and irrevocably agrees to be bound by any final and non-appealable judgment
rendered thereby in connection with such litigation. Each Borrower further
irrevocably consents to the service of process by registered or certified mail,
postage prepaid, or by personal service within or outside the Commonwealth of
Virginia. Each Borrower hereby expressly and irrevocably waives, to the fullest
extent permitted by law, any objection which it may have or hereafter may have
to the laying of venue of any such litigation brought in any such court referred
to above and any claim that any such litigation has been brought in an
inconvenient forum. To the extent that any Borrower has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution or otherwise) with respect to itself or its property, then such
Borrower hereby irrevocably waives such immunity in respect of its obligations
under this Agreement.

10.16. WAIVER OF JURY TRIAL. Administrative Agent, each Lender and
each Borrower each hereby knowingly, voluntarily and intentionally waives (to
the maximum extent not prohibited by applicable law) any rights it may have to a
trial by jury in respect of any litigation (whether as claim, counter-claim,
affirmative defense or otherwise) in connection with or in any way related to
any of the Loan Documents, or any course of conduct, course of dealing,
statements (whether verbal or written), actions or inactions of administrative
agent, any Lender or any Borrower. Each Borrower acknowledges and agrees (a)
that it has received full and sufficient consideration for this provision (and
each other provision of each other Loan Document to which it is a party), and
(b) that it has been advised by legal counsel in connection herewith, and (c)
that this provision is a material inducement for Administrative Agent and each
lender entering into the Loan Documents and funding Advances thereunder.

[BALANCE OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the undersigned, by their duly authorized officers,
have executed this CREDIT FACILITY AGREEMENT, as an instrument under seal
(whether or not any such seals are physically attached hereto), as of the day
and year first above written.

ATTEST: ▇▇▇▇.▇▇▇ HOLDING CORP.

By: _________________________ By: ______________________________
Name: _________________________ Name: ______________________________
Title: _________________________ Title: ______________________________

[SEAL]

ATTEST: ACCESS ONE COMMUNICATIONS CORP.

[SEAL]

ATTEST: OMNICALL, INC.

[SEAL]

ATTEST: THE OTHER PHONE COMPANY, INC.

[SEAL]

[SIGNATURES CONTINUE ON NEXT PAGE]

ATTEST: TEL-SAVE HOLDINGS OF VIRGINIA, INC.

[SEAL]

[SIGNATURES CONTINUE ON NEXT PAGE]

WITNESS: MCG FINANCE CORPORATION (AS
ADMINISTRATIVE AGENT)

By: __________________________ By: _______________________________
Name: _______________________________
Title: _______________________________

WITNESS: MCG FINANCE CORPORATION (AS
TERM LENDER)

By: __________________________ By: _______________________________
Name: _______________________________
Title: _______________________________

WITNESS: MCG CREDIT CORPORATION (AS TERM
LENDER)

By: __________________________ By: _______________________________
Name: _______________________________
Title: _______________________________

REDACTED ====================================================================== ========== CREDIT FACILITY AGREEMENT BY AND AMONG TALK.COM HOLDING CORP.

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